WATERLOO, Ontario, Jan. 24,
2024 /PRNewswire/ -- BlackBerry Limited (NYSE:
BB; TSX: BB) ("BlackBerry") announced today the pricing of its
private offering of $175 million
aggregate principal amount of its 3.00% Convertible Senior Notes
due 2029 (the "notes") at an approximately 32.50% conversion
premium to the closing share price of $2.93 on The New York Stock Exchange on
January 24, 2024. The notes were
offered only to persons reasonably believed to be qualified
institutional buyers in accordance with Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and
pursuant to prospectus exemptions in Canada and other jurisdictions. BlackBerry
also granted the initial purchasers of the notes the option to
purchase, within a 13-day period beginning on, and including, the
date on which the notes are first issued, up to an additional
$25 million aggregate principal
amount of the notes. The offering was upsized from the previously
announced offering of $160 million
aggregate principal amount of notes. The closing of the offering is
expected to occur on January 29,
2024, subject to customary closing conditions, including
approval from the Toronto Stock Exchange.
BlackBerry estimates that the net proceeds from the offering
will be approximately $169.6 million (or approximately
$194.0 million if the initial
purchasers exercise their option to purchase additional notes in
full), after deducting fees and estimated offering expenses payable
by BlackBerry. BlackBerry intends to use the net proceeds from the
offering of the notes to fund the repayment or repurchase of its
outstanding $150 million aggregate
principal amount of 1.75% extendible convertible unsecured
debentures due February 15, 2024 (the "Existing Debentures")
and the remainder for general corporate purposes.
The notes will be BlackBerry's general unsecured obligations,
ranking senior to BlackBerry's obligations under the Existing
Debentures. The notes will bear interest at a rate of 3.00% per
year, payable semiannually in arrears on February 15 and August
15 of each year, beginning on August
15, 2024, and the notes will mature on February 15, 2029, unless earlier converted,
redeemed or repurchased. The initial conversion rate of the notes
is 257.5826 common shares per $1,000
principal amount of the notes, which is equivalent to an initial
conversion price of approximately $3.88 per common share, representing a premium of
approximately 32.50% over the closing share price of $2.93 on The New York Stock Exchange on
January 24, 2024. Prior to the close
of business on the business day immediately preceding November 15, 2028, the notes will be convertible
only upon satisfaction of certain conditions and during certain
periods, and thereafter, at any time until the close of business on
the second scheduled trading day immediately preceding February 15, 2029. BlackBerry may satisfy any
conversions of the notes by paying or delivering, as the case may
be, cash, its common shares or a combination of cash and its common
shares, at BlackBerry's election (or, in the case of any notes
called for redemption that are converted during the related
redemption period, solely its common shares).
BlackBerry may not redeem the notes prior to February 22, 2027, except in the event of certain
tax law changes. On or after February 22,
2027, BlackBerry may redeem for cash all or a portion of the
notes, at Blackberry's election, if the last reported sale price of
Blackberry's common shares has been at least 130% of the conversion
price then in effect on each of at least 20 trading days (whether
or not consecutive) during any 30 consecutive trading-day period
(including the last trading day of such period) ending on, and
including, the trading day immediately preceding the date on which
BlackBerry provides notice of redemption at a cash redemption price
equal to 100% of the aggregate principal amount of the notes to be
redeemed, plus accrued and unpaid interest to, but excluding, the
redemption date. If BlackBerry undergoes a fundamental change (as
defined in the indenture governing the notes), subject to certain
conditions, BlackBerry will be required to make an offer to
repurchase for cash all of the outstanding notes (or any portion
thereof that a holder determines to sell to BlackBerry) at a
repurchase price equal to 100% of the principal amount of the notes
to be repurchased, plus accrued and unpaid interest, if any,
to, but excluding, the fundamental change repurchase date. In
connection with certain corporate events or if BlackBerry calls the
notes for redemption, BlackBerry will, under certain circumstances,
increase the conversion rate for noteholders who elect to convert
their notes in connection with such corporate event or convert
their notes called for redemption.
The offer and sale of the notes and the common shares issuable
upon conversion of the notes, if any, have not been registered
under the Securities Act or any state securities laws. Unless a
subsequent sale is registered under the Securities Act, the notes
and the common shares issuable upon conversion of the notes, if
any, may only be offered or sold in the
United States in a transaction that is exempt from, or in a
transaction not subject to, the registration requirements of the
Securities Act and other applicable securities laws.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any of these securities nor shall
there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities
laws of any such state or jurisdiction. Any offers of the notes
will be made only to persons reasonably believed to be qualified
institutional buyers by means of a private offering memorandum in
accordance with Rule 144A under the Securities Act. The notes will
be offered in Canada and other
jurisdictions under available prospectus exemptions.
About BlackBerry
BlackBerry (NYSE: BB; TSX: BB) provides intelligent security
software and services to enterprises and governments around the
world. The company's software powers over 235M vehicles. Based in Waterloo, Ontario, the company leverages AI
and machine learning to deliver innovative solutions in the areas
of cybersecurity, safety and data privacy solutions, and is a
leader in the areas of endpoint security management, encryption,
and embedded systems. BlackBerry's vision is clear - to secure a
connected future you can trust.
BlackBerry. Intelligent Security. Everywhere.
For more
information, visit BlackBerry.com and follow @BlackBerry.
Investor Contact:
BlackBerry Investor Relations
+1 (519) 888-7465
investorrelations@blackberry.com
Media Contact:
BlackBerry Media Relations
+1 (519) 597-7273
mediarelations@blackBerry.com
Cautionary Note Regarding Forward-Looking
Statements
Certain statements in this press release, including, among
others: the potential exercise of the initial purchasers' option to
purchase additional notes; the expected timing of the closing of
the offering of the notes; and the expected use of the net proceeds
from the sale of the notes, are forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
and applicable Canadian securities laws. Forward-looking statements
are often characterized by the use of words such as "believes,"
"estimates," "expects," "projects," "may," "will," "intends,"
"plans," "should," or "anticipates," and similar expressions. All
forward-looking statements in this press release are based on
current expectations, forecasts, estimates and assumptions made by
BlackBerry in light of its experience and its perception of
historical trends, current conditions and expected future
developments, as well as other factors that BlackBerry believes are
appropriate in the circumstances, and involve risks, uncertainties
and other factors that could cause actual results, performance or
achievements to differ materially from those expressed in or
implied by the forward-looking statements.
Additional factors that could cause results to differ materially
from those projected in the forward-looking statements are
contained in BlackBerry's most recent Annual Report on Form 10-K
and Quarterly Report on Form 10-Q, including in the "Cautionary
Note Regarding Forward-Looking Statements" section of BlackBerry's
MD&A (copies of which may be obtained at www.sedarplus.ca or
www.sec.gov). All of these factors should be considered carefully,
and readers should not place undue reliance on BlackBerry's
forward-looking statements. Forward-looking statements are intended
to enable BlackBerry's shareholders to view the anticipated
performance and prospects of BlackBerry from management's
perspective at the time such statements are made, and they are
subject to the risks that are inherent in all forward-looking
statements, as described above, as well as difficulties in
forecasting BlackBerry's financial results and performance for
future periods, particularly over longer periods, given changes in
technology and BlackBerry's business strategy, evolving industry
standards, intense competition and short product life cycles that
characterize the industries in which BlackBerry operates.
BlackBerry has no intention and undertakes no obligation to update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except as required by
applicable law.
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SOURCE BlackBerry Limited