Press Release May 27, 2022

Goodwin Represents the Initial Purchasers and Dealers on Cutera, Inc.’s $230 Million 2.25% Convertible Senior Notes and Capped Call

The Capital Markets team advised the initial purchasers on Cutera, Inc.’s Rule 144A offering of 2.25% Convertible Senior Notes due 2028. The $230 million offering includes the full exercise of the initial purchasers’ option to purchase $30 million in additional notes.  The initial conversion price of the notes features a premium of approximately 27.5% up from the reference price of $41.31 per share. In connection with the offering, Cutera and certain investment bank dealers entered into capped call transactions, which mitigate equity dilution and/or offset payments due upon conversion of the notes and effectively raise the conversion price of the notes to approximately $82.62 per share, a 100% premium over the reference price.  Additionally, Goodwin advised the exchange agent on the repurchase of approximately $69.1 million aggregate principal amount of Cutera’s outstanding 2.25% Convertible Senior Notes due 2026 in a privately negotiated transaction executed concurrently with the pricing of the new notes.

Cutera, Inc. (Nasdaq: CUTR) develops, manufactures, distributes, and markets energy-based product platforms for use by medical practitioners, enabling them to offer safe and effective aesthetic treatments to their customers.

Goodwin’s product team consisted of Jim Barri, John Servidio, Kim De Glossop, and Patrick Wilson.  The corporate team consisted of Seo Salimi, Tom Lovato, Christopher Guerin, and Lauren Zhang. Daniel Karelitz and Garrett Gaughan provided tax advice.

For more information, please see Cutera’s pricing press release for the offering.