SAN JOSE, Calif., May 29, 2020 /PRNewswire/ -- Harmonic Inc.
("Harmonic") (NASDAQ: HLIT) today announced that it has entered
into separate privately negotiated transactions to exchange
approximately $36.8 million in
aggregate principal amount of its 4.00% Convertible Senior Notes
due 2020 (the "Existing Notes") for approximately $36.8 million in aggregate principal amount of
4.375% Convertible Senior Notes due 2022 (the "Exchange Notes" and
such transactions, the "Exchange"). The Exchange Notes will
be issued pursuant to an Indenture, to be dated the date of closing
of the Exchange (the "Indenture"), between the Company and U.S.
Bank National Association (the "Indenture").
Each $1,000 principal amount of
Existing Notes will be exchanged for $1,000 principal amount of Exchange
Notes.
The Exchange Notes will be senior, unsecured obligations of
Harmonic and will bear interest at a rate of 4.375% per year.
Interest will be payable semi-annually in arrears on June 1 and December
1 of each year, beginning on December
1, 2020. The Exchange Notes will mature on
December 1, 2022, unless earlier
converted, redeemed or repurchased in accordance with the terms of
the Exchange Notes.
The Exchange Notes have an initial conversion rate of 173.9978
shares of common stock per $1,000
principal amount of notes, which is equivalent to an initial
conversion price of approximately $5.75 per share of Harmonic's common stock.
Conversions of the Exchange Notes will be settled in cash, shares
of Harmonic's common stock or a combination thereof, at Harmonic's
election.
Holders may convert all or a portion of their notes at their
option at any time prior to the close of business on the business
day immediately preceding September 1,
2022, only upon the satisfaction of certain conditions and
during certain time periods. On or after September 1, 2022 until the close of business on
the second scheduled trading day immediately preceding December 1, 2022, holders may convert their notes
at any time, without condition.
Holders may require Harmonic to repurchase their notes upon the
occurrence of a fundamental change (as defined in the indenture
governing the notes) at a repurchase price equal to the principal
amount thereof plus accrued and unpaid interest to, but excluding,
the repurchase date. In addition, upon the occurrence of certain
corporate events, Harmonic will increase the conversion rate for
holders who convert in connection with such corporate events.
Harmonic anticipates that the closings of the Exchange will
occur on or about June 2, 2020,
subject to customary closing conditions. Following the
closing of the Exchange, Harmonic anticipates that $9.0 million in aggregate principal amount of
Existing Notes will remain outstanding.
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.