Shockwave Medical, Inc. (Nasdaq: SWAV) (“Shockwave Medical”)
announced today that it intends to offer, subject to market
conditions and other factors, $500.0 million aggregate principal
amount of Convertible Senior Notes due 2028 (the “notes”) in a
private placement to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the “Securities Act”). Shockwave Medical also
intends to grant the initial purchaser of the notes an option to
purchase, within a 13-day period from, and including, the date on
which the notes are first issued, up to an additional $75.0 million
aggregate principal amount of notes.
The notes will be senior, unsecured obligations of Shockwave
Medical, and interest will be payable semi-annually in arrears. The
notes will mature on August 15, 2028, unless earlier converted,
repurchased or redeemed in accordance with the terms of the notes.
Prior to 5:00 p.m., New York City time, on the business day
immediately preceding May 15, 2028, the notes will be convertible
at the option of holders of the notes only upon satisfaction of
certain conditions and during certain periods, and thereafter, the
notes will be convertible at the option of holders at any time
until 5:00 p.m., New York City time, on the second scheduled
trading day immediately preceding the maturity date, regardless of
whether such conditions have been met. Upon conversion, Shockwave
Medical will pay cash up to the aggregate principal amount of the
notes to be converted and pay or deliver, as the case may be, cash,
shares of Shockwave Medical’s common stock or a combination of cash
and shares of Shockwave Medical’s common stock, at the election of
Shockwave Medical, in respect of the remainder, if any, of
Shockwave Medical’s conversion obligation in excess of the
aggregate principal amount of the notes being converted. Prior to
August 20, 2026, the notes will not be redeemable. On or after
August 20, 2026, and prior to May 15, 2028, Shockwave Medical may
redeem for cash all or part of the notes, at its option, subject to
a partial redemption limitation, if the last reported sale price of
Shockwave Medical’s common stock has been at least 130% of the
conversion price then in effect for at least 20 trading days
(whether or not consecutive) during any 30 consecutive trading day
period (including the last trading day of such period) ending on,
and including, the trading day immediately preceding the date on
which Shockwave Medical provides notice of redemption.
Holders of the notes will have the right to require Shockwave
Medical to repurchase for cash all or a portion of their notes at
100% of their principal amount, plus any accrued and unpaid
interest, upon the occurrence of a fundamental change (as defined
in the indenture relating to the notes). Shockwave Medical will
also be required to increase, in certain circumstances, the
conversion rate for holders who convert their notes in connection
with certain fundamental changes occurring prior to the maturity
date or convert their notes called (or deemed called) for
redemption following delivery by Shockwave Medical of a notice of
redemption.
The interest rate, initial conversion rate, offering price and
other terms are to be determined upon pricing of the notes.
Shockwave Medical intends to use a portion of the net proceeds
from the offering to pay the cost of the capped call transactions,
as described below. If the initial purchaser exercises its option
to purchase additional notes, Shockwave Medical intends to use a
portion of the net proceeds from the sale of the additional notes
to enter into additional capped call transactions. Shockwave
Medical intends to use the remainder of the net proceeds from the
offering for general corporate purposes, which may include sales
and marketing activities, medical affairs and educational efforts,
research and development and clinical studies, and working capital,
capital expenditures, and investments in and acquisitions of other
companies, products or technologies in the future. However,
Shockwave Medical has no commitments or specific plans with respect
to any such investments in and acquisitions of other companies,
products or technologies at this time.
In connection with the pricing of the notes, Shockwave Medical
expects to enter into privately negotiated capped call transactions
with the initial purchaser of the notes or its affiliate and/or
other financial institutions (the “capped call counterparties”).
The capped call transactions will cover, subject to anti-dilution
adjustments substantially similar to those applicable to the notes,
the number of shares of Shockwave Medical’s common stock that will
initially underlie the notes. The capped call transactions are
expected generally to reduce the potential dilution to Shockwave
Medical’s common stock upon conversion of the notes and/or offset
any cash payments that Shockwave Medical could be required to make
in excess of the principal amount of any converted notes, as the
case may be, with such reduction and/or offset subject to a cap to
be equal to the cap price specified in the capped call
transactions.
In connection with establishing their initial hedges of the
capped call transactions, the capped call counterparties have
advised Shockwave Medical that they or their respective affiliates
expect to enter into various derivative transactions with respect
to Shockwave Medical’s common stock and/or purchase shares of
Shockwave Medical’s common stock concurrently with, or shortly
after, the pricing of the notes. This activity could increase (or
reduce the size of any decrease in) the market price of Shockwave
Medical’s common stock or the notes concurrently with, or shortly
after, the pricing of the notes.
In addition, the capped call counterparties or their respective
affiliates may modify their hedge positions by entering into or
unwinding various derivatives with respect to Shockwave Medical’s
common stock and/or purchasing or selling Shockwave Medical’s
common stock or other securities of Shockwave Medical in secondary
market transactions following the pricing of the notes and prior to
the maturity of the notes (and are likely to do so during any
observation period related to a conversion of the notes or
following any optional redemption, repurchase of notes by Shockwave
Medical in connection with any fundamental change repurchase or
otherwise). This activity could also cause or avoid an increase or
a decrease in the market price of Shockwave Medical’s common stock
or the notes, which could affect noteholders’ ability to convert
the notes and, to the extent the activity occurs during any
observation period related to a conversion of the notes, it could
affect the number of shares of Shockwave Medical’s common stock, if
any, and value of the consideration that noteholders will receive
upon conversion of the notes.
This announcement is neither an offer to sell nor a solicitation
of an offer to buy any of these securities (including the shares of
Shockwave Medical’s common stock, if any, into which the notes are
convertible) and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offer, solicitation or sale
is unlawful. Any offers of the notes will be made only by means of
a private offering memorandum.
The notes will be offered to persons reasonably believed to be
qualified institutional buyers pursuant to Rule 144A under the
Securities Act. The notes and any shares of Shockwave Medical’s
common stock issuable upon conversion of the notes have not been
and are not expected to be registered under the Securities Act, or
any state securities laws and may not be offered or sold in the
United States absent registration or an applicable exemption from
such registration requirements.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of
the Securities Exchange Act of 1934 that involve risks and
uncertainties, including, without limitation, statements regarding
the proposed offering of the notes and the terms thereof, entry
into the capped call transactions and expected use of net proceeds
from the offering. Words such as “could,” “believe,” “expect,”
“intend,” “will,” and similar expressions are intended to identify
forward-looking statements. These forward-looking statements are
subject to risks, uncertainties and assumptions. Risks include, but
are not limited to, risks related to whether Shockwave Medical will
consummate the offering of the notes on the expected terms, or at
all, the anticipated principal amount of the notes, which could
differ based upon market conditions, whether Shockwave Medical will
enter into the capped call transactions on the expected terms, or
at all, the expected use of the net proceeds from the offering,
which could change as a result of market conditions or for other
reasons, prevailing market and other general economic, industry or
political conditions in the United States or internationally, and
whether Shockwave Medical will be able to satisfy the conditions
required to close any sale of the notes. The foregoing list of
risks and uncertainties is illustrative, but is not exhaustive. For
information about other potential factors that could affect
Shockwave Medical’s business and financial results, please review
the “Risk Factors” described in Shockwave Medical’s Annual Report
on Form 10-K for the year ended December 31, 2022 filed with the
Securities and Exchange Commission (the “SEC”) on February 27, 2023
and Shockwave Medical’s Quarterly Reports on Form 10-Q for the
three months ended March 31, 2023 and June 30, 2023, filed with the
SEC on May 8, 2023 and August 7, 2023, respectively, and in
Shockwave Medical’s other filings with the SEC. Except as may be
required by law, Shockwave Medical does not intend, and undertakes
no duty, to update this information to reflect future events or
circumstances.
FOR MORE INFORMATION:
Investor Contact:Debbie Kasterdkaster@shockwavemedical.com
Shockwave Medical (NASDAQ:SWAV)
Gráfico Histórico do Ativo
De Abr 2024 até Mai 2024
Shockwave Medical (NASDAQ:SWAV)
Gráfico Histórico do Ativo
De Mai 2023 até Mai 2024