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SEC Filings

SC TO-I
HEARTWARE INTERNATIONAL, INC. filed this Form SC TO-I on 08/26/2016
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SUMMARY TERM SHEET

The following are answers to some of the questions that you may have about the right (the “Fundamental Change Repurchase Right”) of each holder of (i) the 3.50% Convertible Senior Notes due 2017 (the “2017 Notes”) and (ii) the 1.75% Convertible Senior Notes due 2021 (the “2021 Notes” and, together with the 2017 Notes, the “Notes”) to require the Company to repurchase, and the obligation of the Company to repurchase, the Notes, subject to the terms and conditions of the applicable Indenture (as defined below), the applicable Notes and this Fundamental Change Repurchase Right Notice, Notice of Right to Convert, Notice of Entry into Supplemental Indenture and Offer to Repurchase (this “Notice”) and related notice materials, as amended and supplemented from time to time. To understand the Fundamental Change Repurchase Right fully and for a more complete description of the terms of the Fundamental Change Repurchase Right, the Company urges you to read carefully the remainder of this Notice because the information in this summary is not complete. Section references are included to direct you to a more complete description of the topics in this summary. Unless stated to the contrary, or unless the context otherwise requires, references to “the Company,” “we,” “our” or “us” in this Notice refer to HeartWare International, Inc.

Who is offering to repurchase my Notes?

HeartWare International, Inc., a Delaware corporation (the “Company”), is a medical device company that develops and manufactures miniaturized implantable heart pumps, or ventricular assist devices, to treat patients suffering from advanced heart failure, and following the consummation of the Merger (as defined below), became an indirect, wholly-owned subsidiary of Medtronic plc, an Irish public limited company (“Medtronic”). Medtronic is among the world’s largest medical technology, services and solutions companies—alleviating pain, restoring health and extending life for millions of people around the world. (See “Section 1.1—The Company”)

Why is the Company offering to repurchase my Notes?

Pursuant to the terms and conditions of the Indenture, dated as of December 15, 2010 (the “Original Indenture”), by and between 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 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” and each, an “Indenture”), by and between the Company and the Trustee, relating to 2017 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, upon a Fundamental Change (as defined in the applicable Indenture, a “Fundamental Change”), each holder of the Notes (each, a “Holder”) may require us to repurchase some or all of its Notes at a repurchase price in cash 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 (as defined below) (the “Fundamental Change Repurchase Price”). On June 27, 2016, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Medtronic, Inc., a Minnesota corporation (“Parent”), and Medtronic Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”). Pursuant to the Merger Agreement, Purchaser commenced a tender offer (the “Offer”) for all of the outstanding shares of common stock, par value $0.001 per share (the “Shares”), of the Company, at a price of $58.00 per Share, paid to the seller in cash, without interest, subject to any required withholding of taxes. The Offer expired at the end of the day, immediately after 11:59 p.m. Eastern time on August 22, 2016, and the tendered Shares were accepted for payment by Purchaser on August 23, 2016. Later in the day, on August 23, 2016, Purchaser merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation. In the Merger, each Share issued and outstanding immediately prior to the effective time of the

 

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