Chicago, May 7 – Accuray Inc. announced that it has entered into privately negotiated agreements with holders of its 3.75% senior convertible notes due 2022 to exchange $82.1 million of the notes for approximately $97.1 million of new 3.75% senior convertibles with a June 1, 2026 maturity date, according to a press release.
The company is additionally selling $2.9 million of new notes from the 2026 series for cash.
For the new 2026 notes, the initial conversion rate will be 170.5611 shares of common stock per $1,000 note, equivalent to an initial conversion price of approximately $5.86 per share.
The initial conversion premium is 30% above the sale price of common stock on May 6.
The new notes will be convertible into cash, shares or common stock, or a combination of both at Accuray’s election.
When the transactions close on May 13, Accuray estimates $100 million of the notes will be outstanding and $2.9 million of the 2022 notes will remain outstanding.
Proceeds from the $2.9 million of new notes will be used, with cash, to repurchase approximately 3.1 million shares of common stock in privately negotiated transactions with a financial intermediary at a price per share of $4.51, equal to the last reported sale price of Accuray common stock on May 6.
The notes are callable on or after June 5, 2024, subject to a 130% hurdle
Accuray is a radiation oncology company based in Sunnyvale, Calif.
| Issuer: | Accuray Inc.
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| Issue: | Senior convertible notes
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| Amount: | $100 million
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| Maturity: | June 1, 2026
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| Coupon: | 3.75%
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| Conversion premium: | 30%
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| Conversion price: | $5.86
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| Call options: | Non-callable until June 5, 2024, then subject to 130% hurdle
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| Put options: | Upon a fundamental change
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| Pricing date: | May 6
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| Settlement date: | May 13
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| Distribution: | Private exchange
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| Stock symbol: | Nasdaq: ARAY
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| Stock price: | $4.51 on May 6
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| Market cap: | $442.99 million
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