SAN JOSE, Calif., Sept. 10, 2019 /PRNewswire/ -- Harmonic Inc.
(NASDAQ: HLIT), the worldwide leader in video delivery
infrastructure, today announced that it intends to offer, subject
to market conditions and other factors, $105.0 million aggregate principal amount of
convertible senior notes due 2024 (the "notes") in a private
placement to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the "Securities Act"). Harmonic also intends
to grant the initial purchasers of the notes a 13-day option to
purchase up to an additional $10.5
million aggregate principal amount of the notes.
The notes will be senior unsecured obligations of Harmonic, and
will accrue interest payable semiannually in arrears. The notes
will mature on September 1, 2024,
unless earlier converted, repurchased or redeemed. The notes will
be convertible, subject to certain conditions, into cash or cash,
shares of Harmonic's common stock, or a combination thereof, at
Harmonic's election. The interest rate, initial conversion rate,
repurchase rights and other terms of the notes will be determined
at the time of pricing of the offering.
Harmonic intends to use the net proceeds from the offering to
repurchase a portion of their outstanding 4.00% convertible senior
notes due 2020 (the "2020 Notes") in privately negotiated
transactions concurrently with the offering of the notes. If the
initial purchasers exercise their option to purchase additional
notes, Harmonic intends to use the net proceeds from the sale of
such additional notes for the repurchase or other retirement of
additional outstanding 2020 Notes and/or other general corporate
purposes.
Harmonic expects that those holders of the 2020 Notes that sell
their 2020 Notes may enter into or unwind various derivatives with
respect to Harmonic's common stock and/or purchase or sell shares
of Harmonic's common stock in the market to hedge their exposure in
connection with these transactions. In particular, Harmonic expects
that many holders of the 2020 Notes employ a convertible arbitrage
strategy with respect to the 2020 Notes and have a short position
with respect to Harmonic's common stock that they would close,
through purchases of Harmonic's common stock, in connection with
Harmonic's repurchase of their 2020 Notes. If any such activity
occurs, it could increase (or reduce the size of any decrease in)
the market price of Harmonic's common stock or the notes at that
time.
Neither the notes, nor any shares of Harmonic's common stock
issuable upon conversion of the notes, have been, nor will be,
registered under the Securities Act or any state securities laws
and, unless so registered, such securities may not be offered or
sold absent registration or an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and other applicable securities laws.
This press release is neither an offer to sell nor a
solicitation of an offer to buy any securities, nor shall it
constitute an offer, solicitation or sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction.
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SOURCE Harmonic Inc.