NuVasive to Offer $325 Million Convertible Senior Notes Due 2017

NuVasive, Inc. NUVA announced today its intention to offer, subject to market and other conditions, approximately $325 million principal amount of Convertible Senior Notes due 2017 in an underwritten public offering. The notes will be convertible at the option of the holders into cash, shares of the Company's common stock or any combination thereof at the Company's election, upon the occurrence of certain events and during certain periods. The Company may only deliver shares of its common stock upon any conversion of notes if it has received stockholder approval for an increase in the total number of authorized shares of its common stock sufficient to permit the Company to settle conversions of the notes and of the preferred stock issuable upon exercise of the warrants described below in shares of its common stock, and for authorization of such conversions of the preferred stock. Absent such approval, the Company would be required to satisfy any conversion obligations solely in cash. The Company intends to solicit such stockholder approval after the closing of this offering. NuVasive also expects to grant the underwriters an option to purchase up to $48.75 million of additional notes solely to cover over-allotments. The interest rate, conversion price and other terms of the notes will be determined by NuVasive and the underwriters. BofA Merrill Lynch and Goldman, Sachs & Co. are acting as joint book-running managers for the offering.