Photronics Announces Convertible Senior Note Offering
March 22 2011 - 7:05AM
Business Wire
Photronics, Inc. (NASDAQ:PLAB), a worldwide leader in supplying
innovative imaging technology solutions for the global electronics
industry, today announced that it intends to offer, subject to
market and other considerations, $100,000,000 aggregate principal
amount of convertible senior notes maturing in 2016. In connection
with this offering, Photronics intends to grant the initial
purchasers an option to purchase up to an additional $15,000,000
aggregate principal amount of convertible senior notes to cover
over-allotments. The convertible senior notes will be convertible
into shares of Photronics common stock. The interest rate,
conversion price and other terms of the convertible senior notes
will be determined by negotiations between Photronics and the
initial purchasers.
Substantially concurrent with this offering, Photronics intends
to acquire up to $30 million aggregate principal amount of its
outstanding 5.50% convertible senior notes due 2014 in individually
negotiated transactions, by delivering cash and/or shares of its
common stock as consideration. In addition, following this offering
the Company intends to repay up to $23 million of other outstanding
higher interest bearing debt. The Company intends to use the
remaining net proceeds to acquire from time to time additional 2014
notes in the open market and for general corporate purposes, which
may include, among other things, working capital and capital
expenditures.
The notes and the shares into which the notes will be
convertible have not been registered under the Securities Act of
1933, as amended, or applicable state securities laws, and will be
offered only to qualified institutional buyers in reliance on Rule
144A under the Securities Act. Unless so registered, the notes may
not be offered or sold in the United States except pursuant to an
exemption from the registration requirements of the Securities Act
and applicable state securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of the
notes or the common stock into which the notes will be convertible
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
The Private Securities Litigation Reform Act of 1995 provides a
"safe harbor" for forward-looking statements made by or on behalf
of Photronics, Inc. and its subsidiaries (the Company). The
forward-looking statements contained in this press release and
other parts of Photronics' web site involve risks and uncertainties
that may affect the Company's operations, markets, products,
services, prices, and other factors. These risks and uncertainties
relate principally to what the terms of the offering will be and
whether the offering will be completed.
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