8-KMaterial AgreementsExhibits & Filings

Edwards Lifesciences Corp 8-K Report, Material Agreement (Jun 15, 2018)

Filed June 15, 2018For Securities:EW

Summary

Edwards Lifesciences Corporation (EW) announced the issuance of $600 million in 4.300% Senior Notes due 2028. The net proceeds of approximately $594.2 million will be used for repaying existing indebtedness and general corporate purposes. This financing activity is a standard component of corporate financial management, aimed at optimizing the company's capital structure and supporting ongoing operations. The issuance was completed under an existing indenture, supplemented by a new agreement dated June 15, 2018. The new notes are senior unsecured obligations and will mature on June 15, 2028. The indenture includes covenants that impose certain restrictions on the company's ability to incur secured debt, engage in sale and leaseback transactions, and transfer substantial assets. Standard events of default are also outlined, which could lead to accelerated payment obligations.

Key Highlights

  • 1Issuance of $600 million aggregate principal amount of 4.300% Senior Notes due 2028.
  • 2Net proceeds from the offering are approximately $594.2 million.
  • 3Proceeds intended for repayment of indebtedness and general corporate purposes.
  • 4Notes mature on June 15, 2028.
  • 5Interest rate of 4.300% per annum, payable semi-annually.
  • 6Indenture includes covenants limiting secured indebtedness, sale and leaseback transactions, and asset transfers.
  • 7Standard events of default are defined, with potential for accelerated payment.

Frequently Asked Questions

The primary purpose is to raise capital for repaying existing indebtedness and for general corporate purposes. This is a common strategy for companies to manage their debt obligations and fund ongoing operational needs.

The new notes carry a fixed interest rate of 4.300% per annum, payable semi-annually. This provides certainty regarding the interest expense associated with this portion of the company's debt.

Yes, the indenture governing the notes includes covenants that limit the company's and its restricted subsidiaries' ability to incur secured indebtedness, enter into sale and leaseback transactions, and consolidate or transfer substantially all of their assets. These are standard protective measures for bondholders.

If a change of control triggering event occurs, Edwards Lifesciences may be required to purchase some or all of the Notes from the noteholders, as defined in the Second Supplemental Indenture.