Santa Clara, California-based Shockwave plans to offer these notes to qualified institutional buyers. The offering also includes an option to purchase, within 13 days of first issuance, up to an additional $75 million in notes.
The company intends to use a portion of proceeds to pay the cost of capped call transactions related to the offering. If an initial purchaser exercises the option to purchase additional notes, Shockwave intends to use a portion of those proceeds for capped call transactions.
For the remainder, Shockwave intends to use the proceeds for general corporate purposes. That may include sales and marketing, medical affairs, educational efforts, R&D, clinical studies and working capital. It could also go toward investments in and acquisitions of other companies, products or technologies. Shockwave said it currently has no commitments or specific plans on that front, though.
Shockwave was subject to some acquisition interest itself, with some of the biggest names in medtech reportedly circling earlier this year. First, Bloomberg reported interest from Boston Scientific in April of this year. Later reports the following month linked Medtronic and Johnson & Johnson with potential interest in buying the company. However, nothing has come to fruition around that to date.
The company aims to transform the treatment of calcified cardiovascular disease. It seeks to establish a new standard of care for the interventional treatment of atherosclerotic cardiovascular disease. Shockwave offers differentiated and proprietary local delivery of sonic pressure waves for the treatment of calcified plaque.
Called IVL, the company designed its minimally invasive, easy-to-use, safe treatment to improve patient outcomes. IVL (intravascular lithotripsy) safely modifies calcium while significantly reducing the risk of complications. This makes procedures more predictable and efficient.
More details on the Shockwave Medical offering
According to a news release, Shockwave’s offer features senior, unsecured notes, with interest payable semi-annually in arrears. The notes mature on Aug. 15, 2028, unless earlier converted, repurchased or redeemed in accordance with the terms of the notes.
Prior to 5 p.m. ET on the business day immediately preceding May 15, 2028, holders can convert the notes. Thereafter, they become convertible at any time until 5 p.m. ET on the second scheduled trading day immediately preceding the maturity date.
Upon conversion, Shockwave Medical intends to pay cash up to the aggregate principal amount of the notes. The company expects to pay and deliver cash, shares of common stock or a combination at its own election. Notes remain irredeemable prior to Aug. 20, 2026. On or after that date and prior to May 15, 2028, Shockwave may redeem for cash all or part of the notes at its option.
Holders of notes have the right to require Shockwave to repurchase for cash all or a portion of their notes at 100% of the principal amount. This also includes accrued and unpaid interest, upon the occurrence of a fundamental change. Shockwave may have to increase the conversion rate for holders who convert their notes in connection with certain fundamental changes.
