8-KMaterial AgreementsFinancial EventsExhibits & Filings

Edwards Lifesciences Corp 8-K Report, Material Agreement (Oct 3, 2013)

Filed October 3, 2013For Securities:EW

Summary

Edwards Lifesciences Corporation (EW) announced on October 3, 2013, the issuance of $600 million in aggregate principal amount of 2.875% Senior Notes due 2018. The net proceeds, approximately $591.7 million after expenses, are intended to be used for repaying outstanding amounts under the company's revolving credit facility and for general corporate purposes. This move indicates a refinancing strategy, potentially optimizing the company's debt structure and liquidity. The issuance was made under a registered shelf registration statement, highlighting the company's access to capital markets. The notes are senior unsecured obligations, ranking equally with other senior unsecured debt, and mature on October 15, 2018. The indenture includes provisions for redemption at the company's discretion and a potential mandatory purchase upon a change of control, alongside standard covenants limiting secured indebtedness, sale-leaseback transactions, and asset disposals. These terms provide investors with specific protections and outline the company's financial flexibility.

Key Highlights

  • 1Issuance of $600 million in 2.875% Senior Notes due 2018.
  • 2Net proceeds of approximately $591.7 million raised.
  • 3Proceeds designated to repay outstanding amounts under the revolving credit facility and for general corporate purposes.
  • 4Notes are senior unsecured obligations, ranking equally with other senior unsecured debt.
  • 5Maturity date for the notes is October 15, 2018.
  • 6Indenture includes covenants that restrict the incurrence of secured indebtedness, sale-leaseback transactions, and asset disposals.
  • 7Provisions for redemption by Edwards and potential mandatory purchase upon a change of control are included.

Frequently Asked Questions

The primary purpose of issuing these senior notes is to repay amounts outstanding under Edwards Lifesciences' revolving credit facility and to provide funds for general corporate purposes. This suggests a strategy to manage existing debt and maintain financial flexibility.

The notes carry a 2.875% interest rate and mature on October 15, 2018. They are senior unsecured obligations. The indenture governing the notes includes covenants that limit the company's ability to incur secured debt, engage in sale-leaseback transactions, and merge or transfer substantial assets, along with standard events of default.

While the filing doesn't provide exact figures for current leverage, the issuance replaces existing revolving credit facility debt with longer-term senior notes. This could potentially extend the company's debt maturity profile. The covenants also provide a framework for how the company will manage its future financial obligations.

Yes, the indenture includes provisions for potential redemption by Edwards at its discretion. Furthermore, it mandates that Edwards may be required to purchase the notes from holders if a 'change of control triggering event' occurs, providing a form of protection against significant corporate changes.