Huron Consulting Group Inc. (NASDAQ: HURN), a leading provider
of business consulting services, today announced that it intends to
offer, subject to market conditions and other factors, $225 million
aggregate principal amount of convertible senior notes due 2019
(the "Convertible Notes") in a private offering to qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the "Securities Act"). The Company expects to
grant an option to the initial purchasers to purchase, within a
period of 13 days beginning on, and including, the date the
Convertible Notes are first issued, up to an additional $25 million
aggregate principal amount of Convertible Notes.
The Convertible Notes are expected to pay interest semiannually
and will be convertible into cash, shares of the Company's common
stock or a combination thereof, at the Company's election, based on
a conversion rate to be determined. The Convertible Notes will
mature on October 1, 2019, unless earlier repurchased or converted
in accordance with their terms prior to such date. Prior to July 1,
2019, the Convertible Notes will be convertible only upon the
occurrence of certain events and during certain periods, and
thereafter, at any time prior to the close of business on the
second scheduled trading day immediately preceding the maturity
date. The interest rate, conversion rate and certain other terms of
the Convertible Notes will be determined at the time of pricing of
the offering.
In connection with the pricing of the Convertible Notes, the
Company intends to enter into one or more privately negotiated
convertible note hedge transactions with one or more of the initial
purchasers or their respective affiliates (in this capacity, the
"hedge counterparties"). The convertible note hedge transactions
will cover, subject to customary anti-dilution adjustments, the
number of shares of common stock that will initially underlie the
Convertible Notes sold in the offering. The Company also intends to
enter into one or more separate, privately negotiated warrant
transactions with the hedge counterparties relating to the same
number of shares of the Company's common stock, subject to
customary anti-dilution adjustments. The warrants evidenced by the
warrant transactions will be settled on a net-share basis.
The convertible note hedge transactions are intended to
generally reduce the potential dilution with respect to the
Company's common stock and/or offset any potential cash payments
the Company is required to make in excess of the principal amount
of converted notes, as the case may be, upon any conversion of the
Convertible Notes in the event that the price per share of the
Company's common stock is greater than the strike price of the
convertible note hedge transactions. The warrant transactions could
separately have a dilutive effect with respect to the Company's
common stock to the extent that the price per share of the
Company's common stock exceeds the strike price of the warrants
evidenced by the warrant transactions.
If the initial purchasers exercise their option to purchase
additional notes, the Company intends to enter into additional
convertible note hedge transactions and additional warrant
transactions with the hedge counterparties, which will initially
cover, subject to customary anti-dilution adjustments, the number
of shares of the Company's common stock that will initially
underlie the additional notes sold to the initial purchasers.
The Company intends to use:
- a portion of the net proceeds of the
offering to fund the cost of entering into the convertible note
hedge transactions (after such cost is partially offset by the
proceeds that it receives from entering into the warrant
transactions);
- up to $25 million of the net proceeds
of the offering to repurchase shares of the Company's common stock
concurrently with the offering; and
- the remainder of the net proceeds of
the offering for working capital and general corporate
purposes.
The Company may also use a portion of the net proceeds to
acquire businesses through one or more acquisitions or other
strategic transactions. However, the Company has no current
commitments or obligations with respect to any acquisitions or
other strategic transactions.
If the initial purchasers exercise their option to purchase
additional notes, the Company intends to use a portion of the
additional net proceeds to fund the cost of entering into
additional convertible note hedge transactions with the hedge
counterparties (which cost will be partially offset by the proceeds
that it expects to receive from entering into additional warrant
transactions). The remainder of additional net proceeds will be
used for working capital, acquisitions, and general corporate
purposes.
The Company has been advised by the hedge counterparties that in
connection with establishing their initial hedge position with
respect to the convertible note hedge transactions and warrant
transactions, the hedge counterparties and/or their respective
affiliates expect to enter into various derivative transactions
with respect to the Company’s common stock and/or purchase shares
of the Company’s common stock in privately negotiated transactions
and/or open market transactions concurrently with, or shortly
after, the pricing of the Convertible Notes. This activity could
increase (or reduce the size of any decrease in) the market price
of the Company’s common stock or the Convertible Notes at that
time.
The Company has also been advised by the hedge counterparties
that the hedge counterparties or their respective affiliates are
likely to modify their hedge positions by entering into or
unwinding various derivative transactions with respect to the
Company’s common stock and/or purchasing or selling the Company’s
common stock or other of the Company’s securities or instruments,
including the Convertible Notes in secondary market transactions
following the pricing of the Convertible Notes and prior to the
maturity of the Convertible Notes.
This press release is neither an offer to sell nor a
solicitation of an offer to buy the Convertible Notes or any shares
of common stock issuable upon conversion of the Convertible Notes,
nor shall there be any sale of these securities in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or jurisdiction.
The offer and sale of the Convertible Notes and any common stock
issuable upon conversion of the Convertible Notes have not been
registered under the Securities Act, or the securities laws of any
other jurisdiction, and the Convertible Notes and any such shares
may not be offered or sold in the United States, or to U.S.
persons, absent registration or an applicable exemption from
registration requirements. The offering is being made to qualified
institutional buyers pursuant to Rule 144A under the Securities
Act.
The convertible note hedge transactions and warrant transactions
have not been and will not be registered under the Securities Act
or the securities laws of any other jurisdiction and may not be
offered or sold in the United States without registration or an
applicable exemption from registration requirements.
About Huron Consulting Group
Huron Consulting Group helps clients in diverse industries
improve performance, transform the enterprise, reduce costs,
leverage technology, process and review large amounts of complex
data, address regulatory changes, recover from distress and
stimulate growth. Our professionals employ their expertise in
finance, operations, strategy and technology to provide our clients
with specialized analyses and customized advice and solutions that
are tailored to address each client's particular challenges and
opportunities to deliver sustainable and measurable results. The
Company provides consulting services to a wide variety of both
financially sound and distressed organizations, including
healthcare organizations, leading academic institutions, Fortune
500 companies, governmental entities and law firms. Huron has
worked with more than 425 health systems, hospitals, and academic
medical centers; more than 400 corporate general counsel; and more
than 350 universities and research institutions.
Statements in this press release that are not historical in
nature, including those concerning the Company’s current
expectations about its future requirements and needs, are
“forward-looking” statements as defined in Section 21E of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)
and the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are identified by words such as “may,”
“should,” “expects,” “provides,” “anticipates,” “assumes,” “can,”
“will,” “meets,” “could,” “likely,” “intends,” “might,” “predicts,”
“seeks,” “would,” “believes,” “estimates,” “plans” or “continues.”
These forward-looking statements reflect our current expectations
about our future requirements and needs, results, levels of
activity, performance, or achievements, including, without
limitation, current expectations with respect to, among other
factors, utilization rates, billing rates, and the number of
revenue-generating professionals; that we are able to expand our
service offerings; that we successfully integrate the businesses we
acquire; and that existing market conditions continue to trend
upward. These statements involve known and unknown risks,
uncertainties and other factors, including, among others, those
described under “Item 1A. Risk Factors” in our Annual Report on
Form 10-K for the year ended December 31, 2013, that may cause
actual results, levels of activity, performance or achievements to
be materially different from any anticipated results, levels of
activity, performance or achievements expressed or implied by these
forward-looking statements. We disclaim any obligation to update or
revise any forward-looking statements as a result of new
information or future events, or for any other reason.
Huron Consulting GroupMedia Contact:Jennifer Frost
Hennagir312-880-3260jfrost-hennagir@huronconsultinggroup.comorInvestor
Contact:C. Mark HusseyorEllen
Wong312-583-8722investor@huronconsultinggroup.com
Huron Consulting (NASDAQ:HURN)
Historical Stock Chart
From Aug 2024 to Sep 2024
Huron Consulting (NASDAQ:HURN)
Historical Stock Chart
From Sep 2023 to Sep 2024