Layne Christensen Company Announces Full Exercise of Over-Allotment Option by the Initial Purchaser of its 4.25% Convertible ...
December 05 2013 - 2:15PM
Layne Christensen Company (Nasdaq:LAYN) (the "Company") announced
today that the initial purchaser of the Company's previously
announced private placement of 4.25% Convertible Senior Notes due
2018 (the "notes") has exercised in full the initial purchaser's
option to purchase an additional $15.0 million aggregate principal
amount of notes to cover over-allotments. The net proceeds to the
Company from the exercise of this option, after deducting the
initial purchaser's discounts and commissions, will be
approximately $14.5 million, including accrued interest. The
Company intends to use these proceeds to pay off the amounts
outstanding under the Company's revolving credit facility and
intends to use the excess for working capital and general corporate
purposes. The notes were offered and sold to qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended, by the initial purchaser of the notes. The
closing of the over-allotment option is expected to occur on
December 5, 2013, subject to customary closing conditions.
Jefferies acted as 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. Offers and sales of the notes were made only by
means of a private offering memorandum. The offer and sale of 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 they 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
satisfaction of the closing conditions contained in the purchase
agreement between the Company and the initial purchaser, and the
Company's planned use of any of the proceeds from the exercise of
the over-allotment option. 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 exercise of the
over-allotment option. The reader is cautioned not to rely on these
forward-looking statements. Other risks and uncertainties are
described in detail in Layne Christensen Company's Annual Report on
Form 10-K for the year ended January 31, 2013, in Layne Christensen
Company's 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, and in Layne Christensen
Company's Current Report on Form 8-K filed on November 5, 2013. 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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