Exhibit 99.1
NUVASIVE, INC. ANNOUNCES PROPOSED OFFERING OF $450 MILLION OF CONVERTIBLE SENIOR NOTES DUE 2025
SAN DIEGO, CA, February 26, 2020 – NuVasive, Inc. (NASDAQ: NUVA) announced today that it intends to offer (the “Offering”), subject to market and other considerations, $450,000,000 aggregate principal amount of Convertible Senior Notes due 2025 (the “Convertible Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). NuVasive also intends to grant to the initial purchasers of the Convertible Notes a13-day option to purchase up to an additional $50,000,000 aggregate principal amount of the Convertible Notes.
The Convertible Notes will be general unsecured obligations of NuVasive and interest will be paid semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2020. The Convertible Notes will mature on March 15, 2025, unless earlier repurchased, redeemed or converted. Prior to the close of business on the business day immediately preceding September 15, 2024, the Convertible Notes will be convertible at the option of holders only upon the satisfaction of certain conditions and during certain periods. Thereafter until close of business on the second scheduled trading day preceding maturity, the Convertible Notes will be convertible at the option of the holders at any time regardless of these conditions. Conversions of Convertible Notes will be settled in cash, shares of NuVasive common stock or a combination thereof, at NuVasive’s election. The Convertible Notes will not be redeemable at NuVasive’s option prior to March 20, 2023. On or after March 20, 2023 until the close of business on the business day immediately preceding September 15, 2024, the Convertible Notes will be redeemable at NuVasive’s option if the last reported sale price of NuVasive’s common stock for at least 20 trading days in any 30 trading day period has been at least 130% of the conversion price for the Convertible Notes. The interest rate, initial conversion rate and other terms of the Convertible Notes will be determined at the time of the pricing of the Offering.
In connection with the Offering, NuVasive expects to enter into privately negotiated convertible note hedge transactions and warrant transactions with one or more dealers, which may include the initial purchasers of the Convertible Notes and/or their respective affiliates (the “Option Counterparties”). The convertible note hedge transactions are expected generally to reduce the potential dilution to NuVasive’s common stock upon any conversion of Convertible Notes and/or offset any cash payments NuVasive is required to make in excess of the principal amount of converted Convertible Notes, as the case may be, in each case upon conversion of the Convertible Notes. The warrant transactions could separately have a dilutive effect to the extent that the market price per share of NuVasive’s common stock exceeds the applicable strike price of the warrants. However, subject to certain conditions, NuVasive may elect to settle all or a portion of the warrants in cash.
NuVasive expects that in connection with establishing their initial hedges of these transactions, the Option Counterparties and/or their respective affiliates will enter into various derivative transactions with respect to NuVasive’s common stock and/or purchase NuVasive’s common stock in secondary market transactions concurrently with, or shortly after, the pricing of the
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