Log in
E-mail
Password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
Settings
Settings
Dynamic quotes 

4-Traders Homepage  >  Equities  >  Nasdaq  >  HeartWare International Inc    HTWR

No quotes available
-- USD   0.00%
04:58a MEDTRONIC : beats estimates despite a decline in sales
07/28 HEARTWARE : reports 2Q loss
07/28 HEARTWARE : Reports $68.7 Million In Second Quarter 2016 Revenue
SummaryQuotesNewsAnalysisCalendarCompanyFinancialsConsensusRevisions 
News SummaryMost relevantAll newsSector news 
The feature you requested does not exist. However, we suggest the following feature:

HEARTWARE INTERNATIONAL, INC. : Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement (form 8-K)

share with twitter share with LinkedIn share with facebook
share via e-mail
0
08/26/2016 | 02:50pm CEST

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial

Obligation or an Obligation under an Off-Balance Sheet Arrangement.

As a result of the consummation of the Offer, the completion of the Merger and the delisting of the Shares from The Nasdaq Stock Market LLC, a "Fundamental Change" and a "Make-Whole Fundamental Change," each as defined under the First Supplemental Indenture and the Second Supplemental Indenture, as applicable, occurred on August 23, 2016 with respect to the Notes. As a result, each holder of the Notes (each, a "Holder") has the right (the "Fundamental Change Repurchase Right"), at the Holder's option, to require the Company to repurchase for cash such Holder's Notes, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple of $1,000, on September 27, 2016 (the "Fundamental Change Repurchase Date"). The repurchase price to be paid by the Company for Notes validly surrendered and not validly withdrawn is equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest thereon, if any, to, but excluding, the Fundamental Change Repurchase Date.

In addition, and notwithstanding the Fundamental Change Repurchase Right, pursuant to the terms and conditions of the Indenture, the Notes are convertible, at the option of the Holder, at any time until 5:00 p.m. Eastern time on September 27, 2016 (the "Conversion Period"). The Company's conversion obligation with respect to Notes that are converted prior to the end of the Conversion Period will be fixed at an amount in cash equal to the Conversion Rate (as defined with respect to each series of Notes in the applicable Supplemental Indenture) of 10.0000 for each of the 2017 Notes and 2021 Notes, multiplied by $58.00. Based on the per share cash consideration paid in the Merger, the Conversion Rate will not change as a result of the Merger. Accordingly, the value that a Holder will receive if such Holder converts the Notes prior to the end of the Conversion Period will be substantially less than the funds such Holder would receive if such Holder validly exercised the Fundamental Change Repurchase Right.

--------------------------------------------------------------------------------

Assuming that each Holder exercised the Fundamental Change Repurchase Right, the Company would be obligated to make aggregate payments of approximately $244.3 million.

Assuming that each Holder exercised the conversion right in connection with the Fundamental Change, the Company would be obligated to make aggregate payments of approximately $142.0 million.

The right of Holders to convert their Notes is separate from the Fundamental Change Repurchase Right. Holders may only exercise one of either the Fundamental Change Repurchase Right or the conversion right.

This filing is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell the Notes. The offer to repurchase the Notes pursuant to the Fundamental Change Repurchase Right is being made only pursuant to a Tender Offer Statement on Schedule TO (including a Fundamental Change Repurchase Right Notice, Notice of Right to Convert, Notice of Entry into Supplemental Indenture and Offer to Repurchase, dated August 26, 2016) that the Company has filed with the SEC and will distribute to Holders. Holders and investors should read carefully the Tender Offer Statement on Schedule TO because it contains important information, including the various terms of, and conditions to, the Fundamental Change Repurchase Right. Holders may obtain these documents free of charge from the SEC's website at www.sec.gov or by contacting Parent at investor.relations@medtronic.com.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

share with twitter share with LinkedIn share with facebook
share via e-mail
0
Latest news on HEARTWARE INTERNATIONAL IN
02:50p HEARTWARE INTERNATIONAL, INC. : Triggering Events That Accelerate or Increase a ..
04:58a MEDTRONIC : beats estimates despite a decline in sales
08/23 HEARTWARE INTERNATIONAL, INC. : Entry into a Material Definitive Agreement, Comp..
08/04 HEARTWARE : Data on Cardiology Detailed by Researchers at Monash University (Lon..
07/28 HEARTWARE : MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESU..
07/28 HEARTWARE : reports 2Q loss
07/28 HEARTWARE INTERNATIONAL, INC. : Results of Operations and Financial Condition, F..
07/28 HEARTWARE : Reports $68.7 Million In Second Quarter 2016 Revenue
07/26 HEARTWARE : Healthcare Sector Equities Under Review -- Intrexon, Alkermes, BioSc..
07/17 HEARTWARE : Cooper-Oesterling
More news
Sector news : Medical Devices & Implants
09:55p MUDDY WATERS SAYS ST. JUDE SHARES CO : Cnbc
07:02p Alere drags Abbott to court over $5.8 billion deal
03:04pDJMEDTRONIC : Files 8K - Increased Financial Obligation
08/25DJMEDTRONIC : Profit Rises, Helped by Lower Expenses
08/10 FTSE notches up fifth day of gains on firm financials
More sector news : Medical Devices & Implants
News from SeekingAlpha
08/23 Apple Wants You To Feel Better
08/17 ReliantHeart Relies On Tech To Lure Buyer
08/10 ELON MUSK : Will He Or Won't He?
07/28 Heartware beats by $0.39, beats on revenue
07/26 Beer And A Bump
Advertisement
Financials ($)
More Financials
Technical analysis trends HEARTWARE INTERNA...
Short TermMid-TermLong Term
TrendsBearishBearishBearish
Technical analysis
Income Statement Evolution
More Financials
Consensus 
Mean consensus
Number of Analysts
Average target price -
Spread / Average Target
Consensus details
EPS Revisions
More Estimates Revisions
Managers
NameTitle
Douglas Evan Godshall President, CEO, Executive Director & MD
Ray Larkin Chairman
Peter F. McAree Chief Financial Officer, Treasurer & Senior VP
Jeffrey A. LaRose Chief Scientific Officer & Executive VP
Katrin Leadley Chief Medical Officer
More about the company
Sector and Competitors
1st jan.Capitalization (M$)
HEARTWARE INTERNATIONA..0.00%0
STRYKER CORPORATION21.92%42 154
ST. JUDE MEDICAL, INC.25.98%23 330
SMITH & NEPHEW PLC3.15%14 537
WRIGHT MEDICAL GROUP N..1.41%2 535
GLAUKOS CORP17.54%984
More Results