8-K
Edwards Lifesciences Corp false 0001099800 0001099800 2022-11-01 2022-11-01

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 1, 2022

 

 

EDWARDS LIFESCIENCES CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-15525   36-4316614

(State or other jurisdiction

of incorporation)

 

(Commission

file number)

 

(IRS Employer

Identification No.)

One Edwards Way

Irvine, California 92614

(Address of principal executive offices and zip code)

(949) 250-2500

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $1.00 per share   EW   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 8.01.

Other Events.

On November 1, 2022, Edwards Lifesciences Corporation, a Delaware corporation, issued a press release announcing its entry into an accelerated share repurchase agreement. A copy of the press release is filed as Exhibit 99.1, and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d)     Exhibits

 

99.1    Press release, issued on November 1, 2022, announcing Accelerated Share Repurchase Agreement.
104    Cover Page Interactive Data File (embedded within the inline XBRL document).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: November 1, 2022    
    EDWARDS LIFESCIENCES CORPORATION
    By:  

/s/ Scott B. Ullem

      Scott B. Ullem
      Chief Financial Officer

Exhibit 99.1

 

LOGO

  

Edwards Lifesciences Corporation

One Edwards Way · Irvine, CA USA · 92614

Phone: 949.250.2500 · www.edwards.com

FOR IMMEDIATE RELEASE

Media Contact: Sarah Huoh, 949-250-5070

Investor Contact: Mark Wilterding, 949-250-6826

EDWARDS LIFESCIENCES ANNOUNCES $750 MILLION ACCELERATED SHARE REPURCHASE

IRVINE, Calif., Nov. 1, 2022 — Edwards Lifesciences (NYSE: EW) today announced that it has executed an accelerated share repurchase agreement (“ASR”) to repurchase $750 million of Edwards’ common stock. With this transaction, Edwards has repurchased more than $1.7 billion of shares in 2022.

Under the terms of this ASR, Edwards will receive an initial delivery of approximately 8 million shares and the remainder at the maturity of the ASR. The final number of shares to be repurchased will be based on the volume weighted average share price during the term of the agreement. The company is funding the share repurchase under the ASR with its existing cash.

Following this repurchase, Edwards has approximately $900 million remaining in its share repurchase authorization approved by its Board of Directors.

About Edwards Lifesciences

Edwards Lifesciences is the global leader of patient-focused innovations for structural heart disease and critical care monitoring. We are driven by a passion for patients, dedicated to improving and enhancing lives through partnerships with clinicians and stakeholders across the global healthcare landscape. For more information, visit Edwards.com and follow us on Facebook, Instagram, LinkedIn, Twitter and YouTube.