Nevro Announces Proposed Public Offering of Common Stock and Convertible Senior Notes
REDWOOD CITY, Calif., April 1, 2020 /PRNewswire/ -- Nevro Corp. ("Nevro") (NYSE: NVRO), a global medical device company that is providing innovative, evidence-based solutions for the treatment of chronic pain, today announced that it has commenced a proposed underwritten public offering of 1,625,000 shares of its common stock (the "common stock offering") and $165,000,000 aggregate principal amount of its convertible senior notes due 2025 (the "notes") (the "notes offering"). All of the shares of common stock to be sold in the common stock offering will be offered by Nevro. In addition, Nevro expects to grant the underwriters of the offerings a 30-day option to purchase an additional (a) 243,750 shares of its common stock at the public offering price, less underwriting discounts and commissions and (b) $24,750,000 aggregate principal amount of the notes, less underwriting discounts and commissions and solely to cover over-allotments with respect to the notes offering. Neither the completion of the common stock offering nor the notes offering is contingent on the completion of the other. The offerings are subject to market and other conditions, and there can be no assurance as to whether or when the offerings may be completed, or as to the actual size or terms of the offerings.
The notes will be senior, unsecured obligations of Nevro, bearing interest semi-annually and are expected to mature on April 1, 2025, unless earlier converted or repurchased. Prior to the close of business on the business day immediately preceding October 1, 2024, the notes will be convertible at the option of holders only in certain circumstances and during certain periods, and thereafter, the notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date, in either case into cash, shares of Nevro's common stock or a combination thereof, at Nevro's election. Holders of the notes will have the right to require Nevro to repurchase all or any portion of their notes at 100% of their principal amount, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date, upon the occurrence of certain fundamental changes. The interest rate, conversion rate and other terms of the notes will be determined at the time of pricing of the notes offering.
In connection with the offering of the notes, Nevro expects to enter into privately-negotiated convertible note hedge transactions with one or more of the underwriters and/or their respective affiliates and/or other financial institutions (the "option counterparties"). These transactions will cover, subject to customary anti-dilution adjustments, the number of shares of Nevro's common stock that will initially underlie the notes, and are expected generally to reduce the potential equity dilution, and/or offset any cash payments in excess of the principal amount due, as the case may be, upon conversion of the notes.
Nevro also expects to enter into separate, privately-negotiated warrant transactions with the option counterparties at a higher strike price relating to the same number of shares of Nevro's common stock, subject to customary anti-dilution adjustments, pursuant to which Nevro will sell warrants to the option counterparties. The warrants could have a dilutive effect on Nevro's common stock to the extent that the price of Nevro's common stock exceeds the strike price of those warrants.
If the underwriters exercise their option to purchase additional notes, Nevro expects to enter into additional convertible note hedge transactions and additional warrant transactions with the option counterparties, which will initially cover the number of shares of Nevro's common stock that will initially underlie the additional notes sold to the underwriters.
Morgan Stanley is acting as bookrunning manager for the offerings.
Nevro has been advised that in connection with establishing their initial hedges of the convertible note hedge and warrant transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to Nevro's common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Nevro's common stock or the notes at that time. The option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Nevro's common stock and/or purchasing or selling Nevro's common stock or other securities of Nevro in secondary market transactions following the pricing of the notes and prior to maturity of the notes (and are likely to do so during any observation period related to a conversion of the notes).
The potential effect, if any, of these transactions and activities on the market price of Nevro's common stock or the notes will depend in part on market conditions and cannot be ascertained at this time, but any of these activities could adversely affect the value of Nevro's common stock, which could affect the ability to convert the notes, the value of the notes and the amount of cash, if any, and the number of and value of the shares of Nevro's common stock, if any, holders would receive upon conversion of the notes.
Nevro intends to use a portion of the net proceeds from the common stock offering and notes offering to pay the cost of the convertible note hedge transactions (after such cost is partially offset by the proceeds to Nevro from the sale of the warrants). Nevro expects to use the remainder of the net proceeds from the common stock offering and notes offering for general corporate purposes, including to repurchase and retire its outstanding 1.75% senior convertible notes due 2021 (the "existing convertible notes") in separate, privately negotiated transactions effected by one or more of the underwriters or their affiliates concurrently with these offerings. If the underwriters exercise their option to purchase additional notes, then Nevro intends to use a portion of the net proceeds from the sale of additional notes, together with the proceeds from the sale of additional warrants, to enter into additional convertible note hedge transactions with the option counterparties and Nevro intends to use the remaining net proceeds from the sale of such additional notes for general corporate purposes and/or the repurchase or other retirement of additional existing convertible notes.
In connection with the issuance of the existing convertible notes, Nevro entered into convertible note hedge transactions (the "existing convertible note hedge transactions") and warrant transactions (the "existing warrant transactions" and, together with the existing convertible note hedge transactions, the "existing call spread transactions") with certain financial institutions (the "existing option counterparties"). In connection with Nevro's intended repurchase of the existing convertible notes, Nevro expects to enter into agreements with the existing option counterparties to terminate a portion of such existing call spread transactions, in each case, in a notional amount corresponding to the amount of such existing convertible notes repurchased, if any. In connection with any termination of existing call spread transactions and the related unwinding of the existing hedge position of the existing option counterparties with respect to such transactions, such existing option counterparties and/or their respective affiliates will sell shares of Nevro's common stock in secondary market transactions, and/or enter into or unwind various derivative transactions with respect to Nevro's common stock. In particular, in connection with Nevro's intended repurchase of the existing convertible notes concurrently with the offerings, Nevro will terminate a corresponding portion of the existing call spread transactions, and Nevro expects the existing option counterparties to sell shares of Nevro's common stock in the open market for some period of time beginning as early as five scheduled trading days after the offerings. This activity could decrease (or reduce the size of any increase in) the market price of Nevro's common stock at that time and it could decrease (or reduce the size of any increase in) the market value of the notes. Nevro may enter into further agreements with the existing option counterparties to terminate any remaining portion of the existing call spread transactions in connection with any subsequent repurchase of its existing convertible notes.
Nevro also expects that those holders of the existing convertible notes that sell their existing convertible notes to Nevro may enter into or unwind various derivatives with respect to Nevro's common stock and/or purchase or sell shares of Nevro's common stock in the market to hedge their exposure in connection with these transactions. In particular, Nevro expects that many holders of the existing convertible notes employ a convertible arbitrage strategy with respect to the existing convertible notes and have a short position with respect to Nevro's common stock that they would close, through purchases of Nevro's common stock, in connection with Nevro's repurchase of their existing convertible notes. This activity could increase (or reduce the size of any decrease in) the market price of Nevro's common stock or the notes at that time.
The common stock offering and the notes offering will be made pursuant to an automatic shelf registration statement on Form S-3 (including a base prospectus) filed with the Securities and Exchange Commission ("SEC"), which automatically became effective. Preliminary prospectus supplements related to each of the common stock offering and the notes offering (together with such base prospectus, each a "prospectus"), will be available on the SEC's website located at www.sec.gov. Copies of the prospectus relating to the common stock offering and the notes offering may be obtained, when available, from: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
About Nevro
Headquartered in Redwood City, California, Nevro is a global medical device company focused on providing innovative products that improve the quality of life of patients suffering from debilitating chronic pain. Nevro has developed and commercialized the Senza spinal cord stimulation (SCS) system, an evidence-based, non-pharmacologic neuromodulation platform for the treatment of chronic pain. HF10 therapy has demonstrated the ability to reduce or eliminate opioids in ?65% of patients across six peer-reviewed clinical studies. The Senza® System, Senza II™ System, and the Senza® Omnia™ System are the only SCS systems that deliver Nevro's proprietary HF10® therapy. Senza, Senza II, Senza Omnia, HF10, Nevro and the Nevro logo are trademarks of Nevro Corp.
To learn more about Nevro, connect with us on LinkedIn, Twitter, Facebook and Instagram.
Investor Relations:
Juliet Cunningham
Vice President, Investor Relations
+1 650-433-3247
ir@nevro.com
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SOURCE Nevro Corp.
