Conceptus(R) Announces Private Exchange of Convertible Senior Notes Due 2027 for Convertible Senior Notes Due 2031
December 20 2011 - 4:05PM
Conceptus, Inc. (Nasdaq:CPTS), announced today
that the Company has entered into separate, privately-negotiated
exchange agreements with certain holders of the Company's
outstanding 2.25% Convertible Senior Notes due 2027 ("Existing
Notes") to exchange $50.04 million of its $86.25 million aggregate
principal amount of the Existing Notes outstanding for $50.04
million aggregate principal amount of new 5.00% Convertible Senior
Notes due 2031 ("New Notes").
The New Notes will mature on December 15, 2031, unless earlier
purchased, redeemed or converted, and will pay interest
semiannually at a rate of 5.00% per year beginning on June 15,
2012. Upon satisfaction of certain conditions, the New Notes will
be convertible at the holder's option, into cash, shares of the
Company's common stock or a combination of cash and shares of
common stock, at the Company's election. The initial conversion
rate is 60.8365 shares of the Company's common stock per
$1,000 principal amount of notes (equivalent to an initial
conversion price of approximately $16.44 per share), subject to
adjustment in certain events. The initial conversion price
represents a 25% premium over the closing sale price of the common
stock on December 19, 2011.
The Company has the option to redeem the notes on or after
December 20, 2014. Holders of the New Notes have the option to
require the Company to purchase the New Notes then outstanding on
December 20, 2014, December 20, 2018, December 20, 2021 and
December 20, 2026, or upon the occurrence of certain corporate
events. The Company will also adjust the conversion rate for
holders who convert their New Notes in connection with certain
corporate events that occur prior to December 20, 2014.
The Company entered into the private exchange agreements to
refinance a portion of the Existing Notes prior to the February 15,
2012 put date, at which date the holders of the Existing Notes may
require the Company to repurchase all or a portion of the remaining
$36.21 million aggregate principal amount of Existing
Notes.
The New Notes and any underlying shares of common stock issuable
upon conversion of the New Notes have not been registered under the
Securities Act and may not be offered or sold in the United States
absent registration or an applicable exemption from registration
requirements. This press release does not constitute an offer to
sell, or a solicitation of an offer to buy any security and shall
not constitute an offer, solicitation or sale in any jurisdiction
in which such offering would be unlawful.
The Conceptus, Inc. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=7961
© 2011 Conceptus, Inc.—All rights reserved.
CC-2983 20DEC11F
CONTACT: Investor Relations and Public Relations Contact:
Cindy Klimstra
(650) 962-4032
cindy_klimstra@conceptus.com
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