Spectranetics Announces Fundamental Change, Make-Whole Adjustment Event, Share Exchange Event and Supplemental Indenture for ...

The Spectranetics Corporation (NASDAQ:SPNC) (“the Company”), a developer and manufacturer of single-use medical devices used in minimally invasive procedures within the cardiovascular system, today announced the occurrence of a Fundamental Change, Make-Whole Adjustment Event and Share Exchange Event, and the execution and delivery of a Second Supplemental Indenture, dated August 9, 2017, with respect the Company’s 2.625% Convertible Senior Notes due 2034 (the “Notes”).

On August 9, 2017, the Company merged with a subsidiary of Koninklijke Philips N.V.  The merger constituted a Fundamental Change, Make-Whole Adjustment Event and Share Exchange Event under the First Supplemental Indenture, dated June 3, 2014, between the Company and Wells Fargo Bank, National Association, as Trustee (the “Trustee”), with respect to the Notes.  The Effective Date of the Fundamental Change, the Make-Whole Adjustment Event and the Share Exchange Event was August 9, 2017. 

As a result of the Fundamental Change and the Make-Whole Adjustment Event, each holder of the Notes will have the right to either require the Company to repurchase its Notes or, alternatively, to surrender the Notes for conversion.  For more information, please see the Notice of Fundamental Change, Make-Whole Adjustment Event and Share Exchange Event and Supplemental Indenture at http://www.spectranetics.com/investor-relations/.

As a result of the Share Exchange Event, the Company and the Trustee entered into the Second Supplemental Indenture which provides that, at and after the effective time of the Share Exchange Event, holders of each $1,000 principal amount of Notes will be entitled to convert their Notes into the cash that a holder of a number of shares equal to the conversion rate immediately prior to such Share Exchange Event would have been entitled to receive upon such Share Exchange Event.  Additionally, at and after the effective time of the Share Exchange Event, any shares that the Company would have been required to deliver upon conversion of the Notes pursuant to the First Supplemental Indenture shall instead be deliverable in cash in the amount that a holder of that number of shares would have received in such Share Exchange Event. 

Upon the consummation of the merger, each share of common stock of the Company was converted into the right to receive $38.50 in cash, without interest, less any applicable withholding taxes.  Thus, any Notes that are surrendered for conversion from August 9, 2017 to, and including, September 5, 2017 will be converted into the right to receive an amount in cash equal to $1,364.32 per $1,000 principal amount of Notes, based on a conversion rate equal to 35.4368 shares per $1,000 principal amount of Notes converted multiplied by $38.50 per share.  Notes that are surrendered for conversion before August 9, 2017 or after September 5, 2017 will be converted into the right to receive an amount in cash equal to $1,228.23 per $1,000 principal amount of Notes, based on a conversion rate equal to 31.9020 shares per $1,000 principal amount of Notes converted multiplied by $38.50 per share.  For more information, please see the Notice of Fundamental Change, Make-Whole Adjustment Event and Share Exchange Event and Supplemental Indenture at http://www.spectranetics.com/investor-relations.

Investor Relations Contacts

Zach Stassen
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Michaella Gallina
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