Avid® (Nasdaq: AVID) (the “Company”), today announced the
commencement of a cash tender offer (the “Offer”) for any and all
of its outstanding 2.00% Senior Convertible Notes due 2020 (the
“Notes”). There is currently $102,853,000 aggregate principal
amount of the Notes outstanding. The Offer will expire on May 9,
2019 at 12:01 a.m. eastern time, unless extended by the Company (as
such time and date may be earlier terminated or extended, the
“Expiration Time”) in its sole discretion.
To facilitate the repurchase of the Notes, Avid amended its
existing credit facility to include a new $100 million delayed draw
term loan commitment and reduce its interest rate from LIBOR +667
to LIBOR +625. Borrowings under the credit facility, including the
delayed draw term loan, mature on May 10, 2023. “We are pleased
that our improved business performance allowed us to increase our
credit facility with improved terms that provide greater
flexibility, with no change to the amortization schedule for our
term loan, while making it possible to eliminate the potential
shareholder dilution associated with the Notes,” said Ken Gayron,
Chief Financial Officer and Executive Vice President, Avid.
“With the completion of this refinancing per our plan, Avid is now
better positioned to more aggressively execute on our business
strategy in order to improve our overall performance as well as
shareholder value.”
Holders of the Notes who validly tender and do not validly
withdraw their Notes before the Expiration Time will be eligible to
receive the purchase price in an amount equal to $977.50 per $1,000
principal amount of the Notes purchased, plus accrued and unpaid
interest from the last interest payment date to, but not including,
the Payment Date (as defined in the Offer to Purchase) for the
Notes purchased pursuant to the Offer. Payment for the Notes
accepted for purchase in the Offer is expected to occur promptly
following the Expiration Time.
The Offer is being made pursuant to an Offer to Purchase and a
related Letter of Transmittal, each dated April 11, 2019, filed
with the U.S. Securities and Exchange Commission (the “SEC”), which
set forth a more detailed description of the terms and conditions
of the Offer.
If a holder desires to tender Notes pursuant to the Offer, such
holder may do so through The Depository Trust Company’s Automated
Tender Offer Program (“ATOP”), or by following the instructions
that appear in the Offer to Purchase and in the Letter of
Transmittal. A holder tendering through ATOP does not need to
complete the Letter of Transmittal. Validly tendered Notes may be
validly withdrawn, in writing, at any time prior to the Expiration
Time. Any extension, amendment or termination of the Offer will be
followed as promptly as practicable by a public announcement
thereof.
The complete terms and conditions of the Offer are set forth in
the Offer to Purchase and Letter of Transmittal and the other
related Offer materials. Holders of the Notes should read the Offer
to Purchase and Letter of Transmittal and the other related Offer
materials because they contain important information.
The Company plans to fund the aggregate purchase price for the
Notes using available cash as well as borrowings that have been
committed for the purchase of Notes under its existing credit
facility through the new $100 million delayed draw term loan
commitment described above. The Company’s obligation to purchase
tendered Notes is subject to the condition that the Company receive
$100 million of committed delayed draw funds under its amended
credit facility or the Company is otherwise able to borrow under
the amended credit facility in an amount sufficient to enable the
Company to purchase all tendered Notes on terms and conditions
satisfactory to it in its sole discretion. In addition, the Offer
is subject to the satisfaction or waiver of a number of other
conditions on or prior to the Expiration Time, as described in the
Offer to Purchase. The Offer is not conditioned on any minimum
amount of Notes being tendered. Subject to applicable law, the
Company may, in its sole discretion, waive any and all conditions
applicable to the Offer or extend, terminate or otherwise amend the
Offer. If the Company terminates the Offer without purchasing any
Notes tendered pursuant to the Offer, the Company will promptly
return the Notes tendered pursuant to the Offer to the tendering
holders or the designees they properly specify in their Letters of
Transmittal.
The sole dealer manager for the Offer is Jefferies LLC.
Questions regarding the Offer may be directed to Jefferies LLC
whose address and telephone number are as follows:
Jefferies LLC520 Madison
AvenueNew York, NY 10022Telephone: (212) 284-8137
Global Bondholder Services Corporation is acting as the tender
and information agent in connection with the Offer. Any questions
regarding procedures for tendering the Notes or requests for
additional copies of the Offer to Purchase and any related
documents, which are available for free and which describe the
Offer in greater detail, should be directed to Global Bondholder
Services Corporation whose address and telephone numbers are as
follows:
Global Bondholder Services
Corporation65 Broadway-Suite 404New York, New York
10006Attention: Corporate ActionsFacsimile (Eligible Institutions
only): (212) 430-3775/3779To confirm receipt of facsimile by
telephone: (212) 430-3774Banks and Brokers, Call Collect: (212)
430-3774All Others Call Toll Free: (866) 470-4300
The Company’s board of directors has authorized the Offer.
However, none of the Company, or any of its board of directors (or
any committee thereof), the dealer manager, the depositary and
information agent, the trustee for the Notes or any of their
respective affiliates is making any recommendation as to whether or
not holders should tender all or any portion of their Notes in any
of the Offer. No person is authorized to make any such
recommendation. Holders must make their own decision as to whether
to tender any Notes in the Offer and, if so, the amount of their
Notes to tender.
This press release is for informational purposes only and is not
an offer to sell or purchase, the solicitation of an offer to sell
or purchase or the solicitation of consents with respect to any
securities discussed herein. The Offer is only being made pursuant
to the terms of the Offer to Purchase and Letter of Transmittal and
the other related Offer materials, as they may be amended or
supplemented.
An issuer tender offer statement on Schedule TO, including the
Offer to Purchase and the Letter of Transmittal, describing the
Offer was filed with the SEC on April 11, 2019. Holders of the
Notes are encouraged to read the Schedule TO and its exhibits as
well as any amendments or supplements when they become available
carefully before making any decision with respect to the Offer
because it contains important information. The Schedule TO, the
Offer to Purchase, the Letter of Transmittal and other related
Offer materials will be available free of charge at the website of
the SEC at www.sec.gov. In addition, the dealer manager or
information agent for the Offer will provide copies of the Schedule
TO and related Offer materials upon request free of charge to
holders of the Notes. The Offer is not being made in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, “blue sky” or other laws of such
jurisdiction.
Forward-Looking Statements
This press release contains “forward-looking statements.” These
forward-looking statements generally can be identified by use of
phrases or terminology such as “may,” “will,” “should,” “hope,”
“could,” “would,” “expects,” “plans,” “intends,” “anticipates,”
“believes,” “estimates,” “approximates,” “predicts,” “projects,”
“potential” and “continues” or other similar words or the negative
of such terminology. Similarly, descriptions of the Company’s
objectives, strategies, plans, goals or targets contained herein
are also considered forward-looking statements. The Company
believes this press release should be read in conjunction with all
of its filings with the SEC and cautions its readers that these
forward looking statements are subject to certain events, risks,
uncertainties, and other factors. Some of these factors include,
among others, the Company’s ability to complete the tender offer in
a timely manner or at all and uncertainty as to the aggregate
principal amount of Notes purchased in the tender offer. Although
the Company believes that the expectations, statements and
assumptions reflected in these forward-looking statements are
reasonable, it cautions readers to always consider all of the risk
factors and any other cautionary statements carefully in evaluating
each forward-looking statement in this press release, as well as
those set forth in its latest Annual Report on Form 10-K, and other
filings filed with the SEC, including its Current Reports on Form
8-K. These and other important factors could cause actual results
to differ materially from those anticipated or implied in the
forward-looking statements. All of the forward-looking statements
contained herein speak only as of the date of this press
release.
About Avid
Avid delivers the most open and efficient media platform,
connecting content creation with collaboration, asset protection,
distribution, and consumption. Avid’s preeminent customer community
uses Avid’s comprehensive tools and workflow solutions to create,
distribute and monetize the most watched, loved and listened to
media in the world-from prestigious and award-winning feature films
to popular television shows, news programs and televised sporting
events, and celebrated music recordings and live concerts. With the
most flexible deployment and pricing options, Avid’s
industry-leading solutions include Media Composer®, Pro Tools®,
Avid NEXIS®, MediaCentral®, iNEWS®, AirSpeed®, Sibelius®, Avid
VENUE™, FastServe®, Maestro™, and PlayMaker™.
© 2019 Avid Technology, Inc. All rights reserved. Avid, the Avid
logo, Avid NEXIS, Avid FastServe, AirSpeed, iNews, Maestro,
MediaCentral, Media Composer, NewsCutter, PlayMaker, Pro Tools,
Avid VENUE, and Sibelius are trademarks or registered trademarks of
Avid Technology, Inc. or its subsidiaries in the United States
and/or other countries. All other trademarks are the property of
their respective owners. Product features, specifications, system
requirements and availability are subject to change without
notice.
Investor Contact:
Whit Rappole
Avid
ir@avid.com
(978) 275-2032
PR Contact:
Jim Sheehan
Avid
jim.sheehan@avid.com
(978) 640-3152
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