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SEC Filings

SC TO-I
HEARTWARE INTERNATIONAL, INC. filed this Form SC TO-I on 08/26/2016
Entire Document
 


INTRODUCTORY STATEMENT

As required by that certain Indenture, dated as of December 15, 2010 (the “Original Indenture”), by and between HeartWare International, Inc., a Delaware corporation (the “Company”), and Wilmington Trust, National Association (as successor-in-interest to Wilmington Trust FSB), as trustee (the “Trustee”), as amended and supplemented by that certain First Supplemental Indenture, dated as of December 15, 2010 (the “First Supplemental Indenture” and, together with the Original Indenture and the Third Supplemental Indenture (as defined below), the “2017 Notes Indenture”), by and between the Company and the Trustee, relating to the Company’s 3.50% Convertible Senior Notes due 2017 (the “2017 Notes”), as further amended and supplemented by that certain Second Supplemental Indenture, dated as of May 13, 2015 (the “Second Supplemental Indenture” and, together with the Original Indenture and the Third Supplemental Indenture, the “2021 Notes Indenture,” and, together with the 2017 Notes Indenture, the “Indentures”), by and between the Company and the Trustee, relating to the Company’s 1.75% Convertible Senior Noted due 2021 (the “2021 Notes” and, together with the 2017 Notes, the “Notes”), as further amended and supplemented by that certain Third Supplemental Indenture, dated as of August 23, 2016 (the “Third Supplemental Indenture”), by and between the Company and the Trustee, this Tender Offer Statement on Schedule TO (this “Schedule TO”) is being filed by the Company with respect to the right of each holder of the Notes (each, a “Holder”), 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”), at a price 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, pursuant to the terms and conditions of the Fundamental Change Repurchase Right Notice, Notice of Right to Convert, Notice of Entry into Supplemental Indenture and Offer to Repurchase, dated August 26, 2016 (as may be amended and supplemented from time to time, the “Notice”), attached hereto as Exhibit (a)(1), the Indentures and the Notes.

This Schedule TO is intended to satisfy the disclosure requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended.

Items 1 through 9 and Item 11.

As permitted by General Instruction F to Schedule TO, all of the information set forth in the Notice is hereby expressly incorporated herein by reference in response to Items 1 through 9 and Item 11 of this Schedule TO.

Item 10. Financial Statements

Not applicable.

Item 12. Exhibits

 

Exhibit
No.

  

Description

(a)(1)

   Fundamental Change Repurchase Right Notice, Notice of Right to Convert, Notice of Entry into Supplemental Indenture and Offer to Repurchase, dated August 26, 2016, to Holders of 3.50% Convertible Senior Notes due 2017 and 1.75% Convertible Senior Notes due 2021

(a)(5)(A)

   Press Release announcing tender offer for HeartWare International, Inc.’s 3.50% Convertible Senior Notes due 2017 and 1.75% Convertible Senior Notes due 2021

(a)(5)(B)

   Notice of Anticipated Merger Effective Date; Notice of Right to Convert, dated June 27, 2016, to Holders of 3.50% Convertible Senior Notes due 2017 and 1.75% Convertible Senior Notes due 2021 (incorporated by reference to Exhibit (a)(5)(a) to the Schedule TO-C filed by HeartWare International, Inc. with the Securities and Exchange Commission on June 27, 2016)

(b)

   None

(c)

   None

(d)(1)

   Indenture, dated December 15, 2010, by and between HeartWare International, Inc. and Wilmington Trust, National Association (as successor-in-interest to Wilmington Trust FSB), as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed by HeartWare International, Inc. with the Securities and Exchange Commission on December 15, 2010)

(d)(2)

   First Supplemental Indenture, dated December 15, 2010, by and between HeartWare International, Inc. and Wilmington Trust, National Association (as successor-in-interest to Wilmington Trust FSB), as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed by HeartWare International, Inc. with the Securities and Exchange Commission on December 15, 2010)

(d)(3)

   Form of 3.50% Convertible Senior Notes due 2017 (incorporated by reference to Exhibit 4.3 to the Form 8-K filed by HeartWare International, Inc. with the Securities and Exchange Commission on December 15, 2010)