Nuance Prices $350 Million Offering of 1.25% Senior Convertible Notes
March 13 2017 - 11:48PM
Business Wire
Proceeds to be Used to Repurchase $99.1 Million of Nuance
Shares and Retire Outstanding Debentures
Nuance Communications, Inc. (NASDAQ:NUAN) today announced the
pricing of an offering of $350 million aggregate principal amount
of its 1.25% senior convertible notes due 2025 (the “Notes”) in a
private placement to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended (the
“Act”).
The sale of the Notes is expected to close on March 17, 2017,
subject to satisfaction of customary closing conditions. Nuance has
granted the initial purchasers a 13-day option to purchase up to an
additional $60 million aggregate principal amount of Notes on the
same terms and conditions to cover over-allotments, if any.
Interest on the Notes will be paid at a rate of 1.25% per year,
payable in cash semi-annually in arrears, beginning on October 1,
2017. The Notes will mature on April 1, 2025, unless earlier
repurchased or converted.
Holders may require Nuance to repurchase the Notes, in cash,
upon the occurrence of certain fundamental changes at a repurchase
price equal to the principal amount thereof plus accrued and unpaid
interest, if any.
The Notes will be convertible, subject to the satisfaction of
certain conditions, into cash up to the principal amount of such
Notes and, with respect to any excess conversion value, into cash
or shares of Nuance common stock or a combination thereof, at
Nuance’s election. The initial conversion rate per $1,000 principal
amount of Notes is equivalent to 45.0106 shares of common stock,
which is equivalent to a conversion price of approximately $22.22
per share of common stock, subject to adjustment in certain
circumstances. This initial conversion price represents a premium
of approximately 30% relative to the last reported sale price on
March 13, 2017 of Nuance’s common stock of $17.09.
Upon closing, Nuance will use $99.1 million of the net proceeds
from this offering to fund the repurchase of shares of Nuance’s
common stock pursuant to transactions negotiated with institutional
investors concurrently with the pricing of the offering. Nuance
will use the remaining net proceeds, together with cash on hand, to
repurchase, redeem, retire or otherwise repay all of its
outstanding 2.75% Senior Convertible Debentures due 2031, including
the repurchase of $17.8 million in aggregate principal amount
concurrently with the offering of Notes.
The Notes will be sold to qualified institutional buyers
pursuant to Rule 144A under the Act. Neither the Notes nor the
shares of Nuance’s common stock issuable upon conversion of the
Notes, if any, have been registered under the Act or the securities
laws of any other jurisdiction and may not be offered or sold in
the United States absent registration or an applicable exemption
from such registration requirements.
This announcement is neither an offer to sell nor a solicitation
of an offer to buy any of these securities, and shall not
constitute an offer, solicitation, or sale in any jurisdiction in
which such offer, solicitation, or sale is unlawful.
About Nuance Communications, Inc.
Nuance Communications, Inc. (NASDAQ: NUAN) is a leading provider
of voice and language solutions for businesses and consumers around
the world. Its technologies, applications and services make the
user experience more compelling by transforming the way people
interact with devices and systems. Every day, millions of users and
thousands of businesses experience Nuance’s proven applications.
For more information, please visit www.nuance.com.
Trademark reference: Nuance and the Nuance logo are registered
trademarks or trademarks of Nuance Communications, Inc. or its
affiliates in the United States and/or other countries. All other
trademarks referenced herein are the property of their respective
owners.
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version on businesswire.com: http://www.businesswire.com/news/home/20170313006482/en/
For InvestorsNuance Communications, Inc.Christine
Marchuska, 781-565-5000christine.marchuska@nuance.comorFor Media
and InvestorsNuance Communications, Inc.Richard Mack,
781-565-5000richard.mack@nuance.com
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