Layne Christensen Company Completes Placement of 4.25% Convertible Senior Notes Due 2018; Raises $110.0 Million in Gross Proc...
November 12 2013 - 10:05AM
Layne Christensen Company (Nasdaq:LAYN) (the "Company") announced
today the completion of its private placement of $110.0 million
aggregate principal amount of 4.25% Convertible Senior Notes due
2018 (the "notes"). The notes were offered and sold to qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the "Securities Act"), by the initial
purchaser of the notes. The Company also granted the initial
purchaser of the notes a 30-day option to purchase up to an
additional $15.0 million aggregate principal amount of notes,
solely to cover overallotments. The Company intends to use the net
proceeds of this offering to repay the amounts outstanding under
its revolving credit facility. To the extent the net proceeds of
the offering exceed the amounts outstanding under the Company's
revolving credit facility, the Company intends to use the excess
for working capital and general corporate purposes.
The notes will mature on November 15, 2018 and will bear
interest at a rate of 4.25% per year, payable on May 15 and
November 15 of each year, beginning May 15, 2014. The notes will be
general senior, unsecured obligations of the Company. On and after
November 15, 2016, and prior to the maturity date, the Company may
redeem all, but not less than all, of the notes for cash if the
last reported sale price per share of the Company's common stock
equals or exceeds 130% of the applicable conversion price for a
specified time period ending on, and including, the trading day
immediately prior to the date the Company delivers notice of the
redemption. The redemption price will equal 100% of the principal
amount of the notes to be redeemed, plus any accrued and unpaid
interest to, but excluding, the redemption date. In addition, upon
the occurrence of a fundamental change, holders of the notes will
have the right, at their option, to require the Company to
repurchase their notes in cash at a price equal to 100% of the
principal amount of the notes to be repurchased, plus accrued and
unpaid interest to, but excluding, the fundamental change
repurchase date.
The notes will be convertible, at the option of the holders,
into consideration consisting of, at the Company's election, cash,
shares of the Company's common stock or a combination of cash and
shares of the Company's common stock (and cash in lieu of
fractional shares) until the close of business on the scheduled
trading day immediately preceding the maturity date. However,
before May 15, 2018, the notes will not be convertible unless
certain conditions are satisfied. The initial conversion rate will
be 43.6072 shares of the Company's common stock per $1,000
principal amount of notes (equivalent to an initial conversion
price of approximately $22.93 per share of the Company's common
stock), representing a 30% conversion premium over the last
reported sale price per share of the Company's common stock on The
NASDAQ Global Select Market on November 5, 2013. The conversion
rate will be subject to adjustment upon the occurrence of certain
events. In addition, the Company may be obligated to increase the
conversion rate for any conversion that occurs in connection with
certain corporate events, including the Company's calling the notes
for redemption.
The net proceeds to the Company from this private placement are
approximately $105.2 million, after deducting initial purchaser's
discounts and commissions and estimated offering expenses payable
by the Company.
Jefferies is the sole initial purchaser for the offering.
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 any common stock issuable upon conversion of the notes, in
any state or jurisdiction in which such offer, solicitation or sale
would be unlawful. All offers of the notes were made only by means
of a private offering memorandum. The notes and any shares of the
Company's common stock issuable upon conversion of the notes have
not been registered under the Securities Act or applicable state
securities laws and may not be offered or sold in the United States
or to U.S. persons absent registration or an applicable exemption
from the registration requirements of the Securities Act and
applicable state securities laws.
About Layne Christensen Company
Layne is a global water management, construction and drilling
company, providing responsible solutions to the world of essential
natural resources — water, mineral and energy. We offer innovative,
sustainable products and services with an enduring commitment to
safety, excellence and integrity.
Forward-Looking Statements
This press release includes forward-looking statements, within
the meaning of the Private Securities Litigation Reform Act of
1995, that are subject to risks, uncertainties and other factors.
These forward-looking statements include statements regarding the
completion, timing, size and terms of the offering, and the
Company's planned use of any of the proceeds of that offering.
Actual results and the timing of events could differ materially
from those anticipated in the forward-looking statements as a
result of several factors, including, but not limited to, market
and other general economic conditions, the Company's and the
initial purchaser's ability to satisfy the conditions required to
close the proposed offering and the availability of equity or debt
capital needed for the Company's business. The reader is cautioned
not to rely on these forward-looking statements. Other risks and
uncertainties are described in detail in Layne Christensen Company'
Annual Report on Form 10-K for the year ended January 31, 2013, and
in Layne Christensen Company' Quarterly Reports on Form 10-Q for
the periods ended April 30, 2013 and July 31, 2013, each as filed
with the U.S. Securities and Exchange Commission. All
forward-looking statements are based on information currently
available to Layne Christensen Company and Layne Christensen
Company assumes no obligation to update any such forward-looking
statements, except as required by law.
CONTACT: Jim Easter, Chief Financial Officer,
Layne Christensen Company. (281) 475-2694
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