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HeartWare International, Inc. Announces Completion of Concurrent Public Offerings of Convertible Senior Notes and Common Stock

Wed, 12/15/2010 - 10:34am
Bio-Medicine.Org

FRAMINGHAM, Mass. and SYDNEY, Dec. 15, 2010 /PRNewswire-FirstCall/ -- HeartWare International, Inc. (Nasdaq: HTWR, ASX: HIN) ("HeartWare") announced today the completion of a public offering of $143.75 million principal amount of convertible senior notes due 2017 (the "notes"), pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission ("SEC") on December 9, 2010.  This amount includes $18.75 million aggregate principal amount of notes sold pursuant to the underwriters' exercise in full of their option to purchase an additional amount of the notes to cover over-allotments.

The notes will bear interest at a rate of 3.50% per annum and will mature on December 15, 2017.  The notes will be convertible upon the occurrence of certain events and during specified periods.  Upon conversion, HeartWare will pay or deliver, as the case may be, cash, shares of HeartWare's common stock or a combination thereof, at HeartWare's option.

The initial conversion rate will be 10.0000 shares of common stock per $1,000 principal amount of notes, which corresponds to an initial conversion price of $100.00, representing a conversion premium of approximately 23% based on the closing price of $81.31 on December 9, 2010.  The conversion rate is subject to adjustment from time to time upon the occurrence of certain events.  

The Company also announced the completion of a concurrent public offering of 1,000,000 shares of HeartWare's common stock held by Apple Tree Partners I, L.P., one of HeartWare's existing stockholders, at a price per share of $81.31 pursuant to an effective shelf registration statement filed with the SEC on December 9, 2010.  This amount includes 100,000 additional shares of common stock sold pursuant to the underwriters' exercise in full of their option to purchase additional shares of common stock to cover over-allotments.

HeartWare intends to use the net proce

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