Ropes & Gray Advises TransMedics Group in Upsized $460 Million Convertible Senior Notes Offering

Ropes & Gray advised TransMedics Group Inc., a medical technology company transforming organ transplant therapy for patients with end-stage lung, heart and liver failure, in an upsized offering of $400 million aggregate principal amount of convertible senior unsecured notes that will mature on June 1, 2028, unless earlier redeemed, repurchased or converted. The initial purchasers also concurrently exercised their option to purchase an additional $60 million aggregate principal amount of notes. In connection with the pricing of the notes, TransMedics entered into privately negotiated capped call transactions which are expected to generally reduce the potential dilution to TransMedics' common stock upon conversion of any notes and/or offset any potential cash payments. The closing of the offering took place on May 11, 2023. Morgan Stanley and JP Morgan acted as initial purchasers. J. Wood Capital Advisors acted as financial advisor to TransMedics.

TransMedics intends to use a portion of the net proceeds from the offering to pay the cost of certain capped call transactions. The remaining net proceeds will be used to expand its logistics network through potential partnerships and acquisitions and for corporate purposes.

The Ropes & Gray team was led by capital markets partner Daniel Forman and capital markets associate Dayna Atkins and included capital markets partner Tara Fisher, leveraged finance partner Dan Coyne, asset management partner Isabel Dische, and asset management counsel Molly Moore and Egan Cammack.