InterDigital Announces Conversion Rate Adjustment to and Convertibility of 1.50% Senior Convertible Notes Due 2020
March 05 2018 - 4:30PM
InterDigital, Inc. (NASDAQ:IDCC), a mobile technology research and
development company, announced today an adjustment to the
conversion rate applicable to its 1.50% Senior Convertible Notes
due 2020 (the “Notes”). In connection with the cash dividends
previously announced by the Company and paid on July 26, 2017,
October 25, 2017 and January 24, 2018, the conversion rate for the
Notes has been increased to 13.9392 shares of the Company’s common
stock (“Company Common Stock”) per $1,000 principal amount of
Notes.
The Company also announced today that it plans to effect a
corporate restructuring whereby the Company will create a new
first-tier subsidiary corporation (“HoldCo”), which in turn will
create a new direct subsidiary corporation (“Merger Sub”).
Merger Sub will merge with and into the Company, as a result of
which the Company will become a direct wholly owned subsidiary of
HoldCo and each outstanding share of common stock of the Company
will be exchanged for shares of common stock of HoldCo (the
“Reorganization”). In connection with the Reorganization, the
Notes will be convertible on or after March 6, 2018 until the 15th
calendar day after the actual effective date of the
Reorganization. The Reorganization is expected to be effected
on April 3, 2018. Pursuant to the terms of the Indenture
governing the Notes (the “Indenture”), the Notes are currently
convertible at a rate of 13.9392 shares of Company Common Stock per
$1,000 principal amount of the Notes (after taking into account the
adjustment to the conversion rate discussed above). The
conversion rate will be further adjusted for any future quarterly
dividends in accordance with the provisions of the Indenture.
Following the effectiveness of the Reorganization, the right of
each holder to convert each $1,000 principal amount of Notes into
shares of Company Common Stock will be changed to a right of such
holders to convert each $1,000 principal amount of Notes into the
number of shares of HoldCo common stock (“HoldCo Common Stock”)
that a Holder of a number of shares of Company Common Stock equal
to the conversion rate of the Notes immediately prior to
effectiveness of the Reorganization would have been entitled to
receive upon the Reorganization. Upon the conversion of any
Notes, InterDigital will pay or deliver cash, shares of Company
Common Stock or HoldCo Common Stock, as applicable, or a
combination of cash and shares of Company Common Stock or HoldCo
Common Stock, as applicable, at InterDigital’s election, as set
forth in the Indenture.
About InterDigital®
InterDigital develops technologies that are at the core of
mobile devices, networks, and services worldwide. We solve
many of the industry's most critical and complex technical
challenges, inventing solutions for more efficient broadband
networks and a richer multimedia experience years ahead of market
deployment. InterDigital has licenses and strategic
relationships with many of the world's leading wireless companies.
Founded in 1972, InterDigital is listed on NASDAQ and is
included in the S&P MidCap 400® index.
InterDigital is a registered trademark of InterDigital, Inc.
For more information, visit: www.interdigital.com.
Contact:Patrick Van de WilleEmail:
patrick.vandewille@interdigital.com +1 (858) 210-4814
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