AUSTIN, Texas, Sept. 23, 2016 /PRNewswire/ -- Digital
Turbine, Inc. (Nasdaq: APPS) today announced the pricing of
$16 million aggregate principal
amount of its 8.75% Convertible Senior Notes due 2020 (the "Notes")
in a private placement. The sale of the Notes to the initial
purchaser is expected to settle on September
28, 2016, subject to customary closing conditions.
The Notes and the accompanying warrants described below will be
offered by the initial purchaser only to qualified institutional
buyers pursuant to Rule 144A under the Securities Act, as amended
(the "Securities Act") and to a limited number of institutional
accredited investors within the meaning of subparagraph (a)(1),
(2), (3) or (7) of Rule 501 under the Securities Act.
The net proceeds of the offering, after deducting the initial
purchaser's discounts and commissions and the estimated offering
expenses payable by Digital Turbine, are expected to be
approximately $14.3 million, and will
be used to repay approximately $11
million of secured indebtedness and for general corporate
purposes.
The Notes will be senior unsecured obligations of Digital
Turbine, and will bear interest at a rate of 8.75% per year,
payable semiannually in arrears on September
15th and March 15th of each
year, beginning on March 15, 2017.
The Notes will be unconditionally guaranteed by certain of
Digital Turbine's wholly-owned domestic and foreign subsidiaries,
and will mature on September 23,
2020, unless converted, repurchased or redeemed in
accordance with their terms prior to such date.
The Notes will be convertible by the holders at their option at
any time prior to the close of business on the business day
immediately preceding the stated maturity date, and upon
conversion, the holders will receive shares of Digital Turbine
common stock. The initial conversion rate for the Notes will be
733.14 shares per $1,000 principal
amount of Notes, which is equivalent to an initial conversion price
of $1.364 per share of common stock
and represents a 10% conversion premium over the last reported sale
price of the Company's common stock on The NASDAQ Capital Market on
September 22, 2016, which was
$1.24 per share. The conversion rate
and the conversion price will be subject to adjustment in certain
events.
Each purchaser of the Notes will also receive warrants to
purchase 256.60 shares of the Company's common stock for each
$1,000 in Notes purchased, or up to
4.2 million warrants, in aggregate. The warrants will be
immediately exercisable on the date of issuance at an initial
exercise price of $1.364 per share
and will expire on September 23,
2020.
The Notes, accompanying warrants, and shares of the Company's
common stock issuable upon conversion of the Notes or issuable upon
exercise of the warrants are not registered under the Securities
Act or the securities laws of any state or other jurisdiction's
securities laws and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the
Securities Act and applicable state or other jurisdictions'
securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Notes, warrants or any other
securities, nor shall there be any offer, solicitation or sale of
the Notes, warrants or any other securities in any state or other
jurisdiction in which such an offer, solicitation or sale would be
unlawful.
About Digital Turbine, Inc.
Digital Turbine works at the convergence of media and mobile
communications, delivering end-to-end products and solutions for
mobile operators, device OEMs, app advertisers and publishers, that
enable efficient user acquisition, app management and monetization
opportunities. The company's products include Ignite™, a mobile
device management solution with targeted app distribution
capabilities, Marketplace™, an application and content store, and
Pay™, a content management and mobile payment solution. Digital
Turbine Media encompasses a leading independent user acquisition
network as well as an advertiser solution for unique and exclusive
carrier inventory. Digital Turbine has delivered more than 150
million app installs for hundreds of advertisers. In addition, more
than 31 million customers use Digital Turbine's solutions each
month across more than 30 global operators. The company is
headquartered in Austin, Texas
with global offices in Durham,
Berlin, San Francisco, Singapore, Sydney and Tel
Aviv. For additional information visit
http://www.digitalturbine.com/ or connect with Digital Turbine
on Twitter at @DigitalTurbine.
Forward-Looking Statements
This press release contains forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, as amended, including statements
about the anticipated closing of the offering, and the potential
effects of such transactions, and the anticipated use of the
proceeds from the offering. Actual results or developments may
differ materially from those projected or implied in these
forward-looking statements. Factors that may cause such a
difference include, without limitation, risks and uncertainties
related to whether or not we will be able to raise capital through
the sale of the Notes, market and other conditions, the
satisfaction of customary closing conditions related to the
offering and the impact of general economic, industry or political
conditions in the United States or
internationally. There can be no assurance that we will be able to
complete the offering on the anticipated terms, or at all. You
should not place undue reliance on these forward-looking
statements, which apply only as of the date of this press release.
Additional risks and uncertainties relating to the offering,
Digital Turbine, and our business can be found under the heading
"Risk Factors" in the filings that we periodically make with the
Securities and Exchange Commission. In addition, the
forward-looking statements included in this press release represent
our views as of the date of this press release. We anticipate that
subsequent events and developments will cause our views to change.
However, while we may elect to update these forward-looking
statements at some point in the future, we specifically disclaim
any obligation to do so. These forward-looking statements should
not be relied upon as representing our views as of any date
subsequent to the date of this press release. The
forward-looking statements included in this press release are made
only as of the date of this release, and except as otherwise
required by U.S. federal securities law, we do not have any
obligation to publicly update or revise any forward-looking
statements to reflect subsequent events or circumstances.
For more information, contact:
Investor relations contact:
Brian Bartholomew
Digital Turbine
ir@digitalturbine.com
(512) 800-0274
Carolyn Capaccio/Sanjay M. Hurry
LHA
(212) 838-3777
digitalturbine@lhai.com
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SOURCE Digital Turbine, Inc.