Cutera, Inc. Announces Proposed Private Offering of $125 Million of Convertible Senior Notes
March 03 2021 - 5:05PM
Business Wire
Cutera, Inc. (NASDAQ: CUTR), a leading provider of laser and
other energy-based aesthetic systems for practitioners worldwide,
today announced that it intends to offer, subject to market
conditions and other factors, $125 million aggregate principal
amount of convertible senior notes due 2026 (the “notes”) in a
private placement to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”). Cutera also intends to grant the initial
purchasers of the notes an option to purchase up to an additional
$25 million aggregate principal amount of the notes.
The notes will be general senior, unsecured obligations of
Cutera and will accrue interest payable semiannually in arrears.
The notes will be convertible into cash, shares of Cutera’s common
stock (“common stock”) or a combination of cash and shares of
Cutera’s common stock, at Cutera’s election. The interest rate,
initial conversion rate and other terms of the notes will be
determined at the time of pricing of the offering.
Cutera intends to use a portion of the net proceeds from the
offering to pay the cost of the capped call transactions described
below. Cutera intends to use the remainder of the proceeds from
this offering for general corporate purposes, which may include
working capital, capital expenditures and potential acquisitions
and strategic transactions. From time to time, Cutera evaluates
potential strategic transactions and acquisitions of businesses,
technologies and products. Cutera has not designated any specific
uses and has no current agreements with respect to any material
acquisitions or strategic transactions.
In connection with the pricing of the notes, Cutera expects to
enter into capped call transactions with one or more of the initial
purchasers and/or their respective affiliates and/or other
financial institutions (the “option counterparties”). The capped
call transactions are expected generally to reduce potential
dilution to Cutera’s common stock upon any conversion of notes,
with such reduction subject to a cap. If the initial purchasers
exercise their option to purchase additional notes, Cutera expects
to enter into additional capped call transactions with the option
counterparties.
Cutera expects that, in connection with establishing their
initial hedges of the capped call transactions, the option
counterparties or their respective affiliates may enter into
various derivative transactions with respect to Cutera’s common
stock and/or purchase shares of Cutera’s common stock concurrently
with or shortly after the pricing of the notes. This activity could
increase (or reduce the size of any decrease in) the market price
of Cutera’s common stock or the notes at that time.
In addition, Cutera expects that the option counterparties or
their respective affiliates may modify their hedge positions by
entering into or unwinding various derivatives with respect to
Cutera’s common stock and/or purchasing or selling Cutera’s common
stock or other securities of Cutera in secondary market
transactions following the pricing of the notes and prior to the
maturity of the notes (and are likely to do so on each exercise
date for the capped call transactions). This activity could also
cause or prevent an increase or a decrease in the market price of
Cutera’s common stock or the notes, and to the extent the activity
occurs during any observation period related to a conversion of
notes, this could affect the value of the consideration that a
noteholder will receive upon conversion of its notes.
Neither the notes, nor any shares of Cutera’s common stock
potentially 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, may not be offered or
sold in the United States 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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version on businesswire.com: https://www.businesswire.com/news/home/20210303005994/en/
Investor Relations: Anne Werdan +1 415-657-5500
awerdan@cutera.com
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