Photronics Completes $115 Million 3.25% Convertible Senior Note Offering and Amends Senior Credit Facility
March 28 2011 - 4:31PM
Business Wire
Photronics, Inc. (NASDAQ:PLAB), a worldwide leader in supplying
innovative imaging technology solutions for the global electronics
industry, today announced the closing of its previously announced
convertible senior notes offering.
Photronics completed the sale of $115 million principal amount
of its 3.25% convertible senior notes due 2016 to qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933. This amount includes $15 million principal amount of notes
issued to the initial purchasers to cover over allotments. The
convertible senior notes will pay interest semi-annually at a rate
of 3.25% per annum and will mature on April 1, 2016, unless earlier
purchased or converted. The convertible senior notes are
convertible into shares of Photronics common stock at an initial
conversion rate of 96.3879 shares of common stock per $1,000
principal amount of convertible senior notes, equivalent to an
initial conversion price of approximately $10.37 per share of
common stock, subject to adjustment in certain circumstances.
Photronics received total net proceeds from the offering of
approximately $110.5 million after deducting fees and offering
expenses, and 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, the Company intends to repay up to $23 million of other
outstanding higher interest bearing debt, 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.
In connection with the offering, Photronics amended its senior
revolving credit facility. The amendment, among other things,
includes the following changes: (i) reduced the aggregate
commitments of the lenders under the facility from $65 million to
$30 million; (ii) reduced the applicable interest rates; (iii)
extended the maturity to April 30, 2015, and (iv) relaxed various
restrictive covenants.
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.
07-2011
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