8-KMaterial AgreementsExhibits & Filings

Edwards Lifesciences Corp 8-K Report, Material Agreement (May 17, 2013)

Filed May 17, 2013For Securities:EW

Summary

Edwards Lifesciences Corporation (EW) filed an 8-K on May 16, 2013, reporting a material definitive agreement related to a private placement of its common stock. The company entered into a Subscription Agreement with the Mussallem Living Trust dated March 7, 2005, for the issuance of $5 million worth of EW's shares. The share issuance was structured to be calculated based on a formula involving the closing price on May 15, 2013, and the average closing price for the ten days prior to May 13, 2013. The trust agreed to a one-year lock-up period for the acquired shares, indicating a significant investment by a specific trust. The transaction was conducted as a private placement, exempt from standard registration requirements under Section 4(a)(2) of the Securities Act of 1933.

Key Highlights

  • 1Edwards Lifesciences entered into a Subscription Agreement for a private placement of its common stock.
  • 2The value of the stock issuance to the Mussallem Living Trust is $5 million.
  • 3The number of shares issued was determined by a pricing formula based on recent trading prices, with the actual issuance on May 15, 2013, totaling 70,283 shares.
  • 4The Mussallem Living Trust has agreed to hold the acquired shares for a period of one year after the closing date.
  • 5The private placement was conducted under an exemption from registration requirements (Section 4(a)(2) of the Securities Act of 1933).
  • 6The filing includes the Subscription Agreement as an exhibit.

Frequently Asked Questions

Edwards Lifesciences entered into a Subscription Agreement to issue $5 million worth of its common stock to the Mussallem Living Trust dated March 7, 2005, in a private placement transaction.

The transaction was conducted as a private placement in reliance upon an exemption from the registration requirements of the Securities Act of 1933, specifically under Section 4(a)(2), which allows for private sales without public registration.

Yes, the Mussallem Living Trust has agreed to hold the shares for a period of one year after the closing date of May 15, 2013. This is commonly referred to as a lock-up period.

The number of shares issued was calculated by dividing $5 million by the greater of: (a) the closing price of Edwards Lifesciences' common stock on May 15, 2013, or (b) the average closing price for the ten trading days ending on May 13, 2013.