SUWANEE, Ga., April 30, 2013 /PRNewswire/ -- ARRIS
Group, Inc. (NASDAQ: ARRS). NOTICE IS HEREBY GIVEN pursuant to the
terms and conditions of the Indenture, dated as of
November 13, 2006 (the "Original Indenture"), between ARRIS
Enterprises, Inc. (formerly ARRIS Group, Inc.), a Delaware corporation (the "Company," "we,"
"us" and "our"), and The Bank of New York Mellon Trust Company,
N.A. (formerly The Bank of New York Trust Company, N.A.), as
trustee (the "Trustee"), as amended by the First Supplemental
Indenture, dated as of April 16, 2013 (the "First Supplemental
Indenture" and, together with the Original Indenture, the
"Indenture"), among the Company, ARRIS Group, Inc. (formerly ARRIS
Enterprises I, Inc.), a Delaware
corporation (the "Parent"), and the Trustee, relating to the
Company's 2.00% Convertible Senior Notes Due 2026 (the
"Notes"), that a Fundamental Change (as defined in the Indenture)
occurred on April 16, 2013 and each holder of the Notes has
the right to require the Company to repurchase all or part of such
holder's Notes not yet converted, upon the terms and subject to the
conditions set forth in the Indenture (the "Repurchase Right").
As previously described in a notice furnished to holders of the
Notes on April 19, 2013, the Company entered into an Agreement
and Plan of Merger (the "Merger Agreement"), by and among the
Company, the Parent and ARRIS Enterprises II, Inc., a Delaware corporation and wholly owned
subsidiary of the Parent ("Merger Sub"), pursuant to which on
April 16, 2013, Merger Sub merged with and into the Company,
with the Company continuing as the surviving corporation and as a
wholly owned subsidiary of the Parent (the "Merger"). Pursuant to
the Merger Agreement, each share of the Company's common stock,
$0.01 par value per share ("Company
Common Stock"), was converted into the right to receive one share
of the Parent's common stock, $0.01
par value per share ("Parent Common Stock"). The Merger facilitated
the acquisition of the Motorola Home business, which closed on
April 17, 2013. As a result of the
Merger, a Fundamental Change under the Indenture has occurred, and
each holder of the Notes has the Repurchase Right described
above.
In connection with the Merger, the Company, the Parent and the
Trustee executed the First Supplemental Indenture. Among other
things, under the First Supplemental Indenture, the Parent
guaranteed the Company's obligations under the Indenture. The First
Supplemental Indenture also provides that the conversion value of
the Notes will now be calculated by reference to the Parent Common
Stock rather than the Company Common Stock, and any shares issuable
upon conversion of the Notes will now be settled in the Parent
Common Stock rather than the Company Common Stock.
Holders may exercise their Repurchase Right by tendering through
the transmittal procedures of the Depository Trust Company ("DTC")
any time on or prior to 5:00 p.m.,
New York City time, on
May 28, 2013 (the "Expiration Date").
Notes tendered for purchase may be withdrawn at any time on or
prior to 5:00 p.m., New York
City time, on May 28, 2013
(the "Withdrawal Date"). Holders of Notes who validly tender their
Notes on or prior to 5:00 p.m., New
York City time, on the Expiration Date will receive 100% of
the aggregate principal amount of Notes validly tendered and not
validly withdrawn, plus accrued and unpaid interest to, but not
including the Repurchase Date (as defined herein) (collectively,
the "Repurchase Price"). We estimate the Repurchase Price will be
approximately $1,000.78 per
$1,000 aggregate principal amount of
Notes tendered pursuant to the Repurchase Right. Payment of the
Repurchase Price for Notes validly tendered and not validly
withdrawn shall be made on May 29,
2013 (the "Repurchase Date"). Interest on Notes tendered
pursuant to the Repurchase Right will cease to accrue as of the end
of the day immediately preceding the Repurchase Date, provided that
we have not defaulted in making payment of the Repurchase Price on
any Notes validly tendered for purchase and not validly withdrawn.
All rights of holders of Notes tendered pursuant to the Repurchase
Right will terminate following payment of the Repurchase Price.
Alternative to the Repurchase
Right:
You May Elect to Convert Your Notes
The Indenture provides that, as a result of the Merger and
notwithstanding the Repurchase Right, the holders of the Notes have
a right to convert the Notes, at any time until 5:00 p.m., New York
City time, on May 29, 2013
(the "Conversion Right"). Upon conversion, the holders of
surrendered Notes will receive the consideration specified in
Section 10.02 of the Indenture (the "Conversion Consideration").
The first component of the Conversion Consideration is comprised
solely of cash paid by the Company. The second component, which is
only paid if the trading price of the Parent Common Stock is above
a certain threshold, is comprised of cash, shares of Parent Common
Stock or a combination of both, at the Parent's election. The
amount of both components is based on formulas that include the
conversion rate applicable to the Notes as well as the trading
price of the Parent Common Stock for a 20-day trading period
following the date of the conversion. For a full description of the
Conversion Consideration, including the formulas used to calculate
the consideration, see Section 2.3 of the related Offer to Purchase
and Section 10.02 of the Indenture. The conversion rate for the
Notes is 62.1504 shares of Parent Common Stock per $1,000 principal amount of the Notes. There was
no change to the conversion rate in connection with the Merger.
Your Conversion Right is separate from your Repurchase Right.
Holders who validly tender all or part of their Notes pursuant to
the Repurchase Right may not surrender such Notes for conversion
unless they validly withdraw their Notes on or prior to
5:00 p.m., New York City
time, on the Withdrawal Date. Holders who validly tender and do not
validly withdraw their Notes pursuant to the Repurchase Right will
no longer be able to exercise the Conversion Right, unless we fail
to pay the Repurchase Price. Notes surrendered for conversion may
not be withdrawn.
As of April 29, 2013, approximately $232.1 million aggregate principal amount of
Notes remained outstanding. The Trustee has informed us that, as of
the date of this Fundamental Change Notice, all custodians and
beneficial holders of the Notes held the Notes through DTC accounts
and that there are no certificated Notes in non-global form.
Accordingly, all Notes tendered for purchase or conversion must be
delivered through the transmittal procedures of DTC.
We have appointed the Trustee as our paying agent (the "Paying
Agent") and conversion agent (the "Conversion Agent") in connection
with the Repurchase Right and the Conversion Right.
This Fundamental Change Notice is being provided pursuant to
Section 3.09 of the Indenture. All capitalized terms used but not
specifically defined in this Fundamental Change Notice shall have
the meanings given to such terms in the Indenture. The Repurchase
Right of each holder of the Notes is subject to the terms and
conditions of the Indenture, the Notes, this Fundamental Change
Notice, the related Offer to Purchase and related materials
(collectively, as amended or supplemented from time to time, the
"Repurchase Right Materials").
You should review the Repurchase Right Materials carefully and
consult with your own financial and tax advisors. You must make
your own independent decision as to whether or not to exercise your
Repurchase Right or to exercise your Conversion Right and, if so,
the amount of your Notes to tender or convert. None of the Company,
the Parent, their respective Boards of Directors, their respective
employees, advisors or representatives, the Trustee, the Paying
Agent or the Conversion Agent is making any representation or
recommendation to any holder as to whether to exercise or refrain
from exercising the Repurchase Right, or to exercise or refrain
from exercising the Conversion Right.
The Paying Agent and Conversion Agent
is:
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.
By Hand,
Overnight Delivery or
|
To Confirm
By Telephone or For
|
Registered
or Certified Mail:
|
Information: (770) 698-5184
|
|
|
The Bank
of New York Mellon
|
|
Bond
Redemption Unit
|
|
111
Sanders Creek Parkway
|
|
East
Syracuse, NY 13057
|
|
Attn: Christopher Landers
|
|
Additional copies of the Repurchase Right Materials may be
obtained from the Paying Agent at its address set forth above.
The date of this Fundamental Change Notice is April 30,
2013.
No person has been authorized to give any information or to
make any representations other than those contained in the
Repurchase Right Materials and, if given or made, such information
or representations must not be relied upon as having been
authorized. The Repurchase Right Materials do not constitute an
offer to buy or the solicitation of an offer to sell securities in
any circumstances or jurisdiction in which such offer or
solicitation is unlawful. The delivery of the Repurchase Right
Materials shall not under any circumstances create any implication
that the information contained in the Repurchase Right Materials is
current as of any time subsequent to the date of such
information.
About ARRIS
ARRIS is a premier video and broadband technology company that
transforms how service providers worldwide deliver entertainment
and communications without boundaries. Its powerful
end-to-end platforms enable service and content providers to
improve the way people connect – with each other and with their
favorite content. The Company's vision and expertise continue
to drive the industry's innovations, as they have for more than 60
years. Headquartered north of Atlanta, in Suwanee,
Georgia, ARRIS has R&D, sales and support centers
throughout the world. Information about ARRIS products and services
can be found at www.arrisi.com.
SOURCE ARRIS Group, Inc.