TransMedics Group, Inc. (TMDX): debt financing — TransMedics issues $460M of 1.50% convertible notes due 2028; enters capped call transactions

TransMedics Group, Inc.

Issued $460M aggregate principal of 1.50% Convertible Senior Notes due 2028, including full exercise of $60M greenshoe.
Initial conversion price ~$94.00/share, a 32.5% premium over May 8 closing price of $70.94.
Notes mature June 1, 2028; interest payable semi-annually at 1.50% per annum.
Entered capped call transactions covering ~4.89M shares to reduce potential dilution upon conversion.
Notes sold in private placement to QIBs under Rule 144A; not registered under Securities Act.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

TransMedics Group, Inc. incurred convertible notes of $400.0 million aggregate principal amount with Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC at 1.50% maturing June 1, 2028.

Instrument: convertible notes
Principal: $400.0 million aggregate principal amount
Counterparty: Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC
Rate: 1.50%
Maturity: June 1, 2028
Event: incurrence

Exact text from the filing

On May 8, 2023, TransMedics Group, Inc. (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) with the several initial purchasers named in Schedule I thereto (the “Initial Purchasers”), for whom Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC acted as representatives (the “Representatives”) relating to the sale of $400.0 million aggregate principal amount of 1.50% Convertible Senior Notes due 2028 (the “Notes”) to the Initial Purchasers.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

TransMedics Group, Inc. entered into Purchase Agreement with Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC valued at $400.0 million aggregate principal amount (effective 2023-05-08).

Action: entry
Agreement: underwriting
Counterparty: Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC
Value: $400.0 million aggregate principal amount
Effective: 2023-05-08

Exact text from the filing

On May 8, 2023, TransMedics Group, Inc. (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) with the several initial purchasers named in Schedule I thereto (the “Initial Purchasers”), for whom Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC acted as representatives (the “Representatives”) relating to the sale of $400.0 million aggregate principal amount of 1.50% Convertible Senior Notes due 2028 (the “Notes”) to the Initial Purchasers.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

TransMedics Group, Inc. entered into Indenture with U.S. Bank Trust Company, National Association (effective 2023-05-11).

Action: entry
Agreement: notes offering
Counterparty: U.S. Bank Trust Company, National Association
Effective: 2023-05-11

Exact text from the filing

The Notes were issued by the Company on May 11, 2023 pursuant to an Indenture, dated as of such date (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

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TransMedics Group, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-23-142017

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