By Marisa Wong
Madison, Wis., June 11 – Nuance Communications, Inc. entered into separate privately negotiated agreements with holders of its 2.75% senior convertible debentures due 2031 to exchange in a private placement about $256 million of the existing debentures for about $264 million of new 1.5% senior convertible debentures due 2035. Nuance and the debentureholders entered into the agreements on June 10, according to an 8-K filing with the Securities and Exchange Commission.
The company expects the exchange transactions to close on June 16. After that, about $434 million of the existing 2.75% debentures will remain outstanding.
New debentures
In addition to ordinary interest, beginning with the semiannual interest period beginning on Nov. 1, 2021, the 1.5% convertibles will accrue contingent interest if the average trading price of the new debentures for the 10-trading-day period immediately preceding the first day of the applicable coupon period is greater than or equal to $1,200 per $1,000 principal amount, in which case, contingent interest will accrue at 0.5% per year of that average trading price.
The debentures will be convertible at an initial conversion rate of 42.9978 shares of common stock per $1,000 principal amount, equivalent to a conversion price of about $23.26 per share.
The debentures are callable in whole or in part on or after Nov. 5, 2021 and putable in whole or in part on Nov. 1, 2021, Nov. 1, 2026 and Nov. 1, 2031. The cash redemption price is par plus accrued interest to, but excluding, the redemption date.
Nuance provides voice and language services for businesses and consumers. It is based in Burlington, Mass.
New debentures
| Issuer: | Nuance Communications, Inc.
|
| Issue: | Senior convertible debentures
|
| Amount: | $264 million
|
| Maturity: | Nov. 1, 2035
|
| Coupon: | 1.5%
|
| Contingent interest: | Beginning with semiannual interest period starting Nov. 1, 2021, if average trading price of debentures for 10-trading-day period immediately preceding first day of applicable coupon period is greater than or equal to $1,200 per $1,000 principal amount, 0.5% per year of that average trading price
|
| Conversion price: | $23.26
|
| Call option: | In whole or in part on or after Nov. 5, 2021 at par plus accrued interest
|
| Put option: | In whole or in part on Nov. 1, 2021, Nov. 1, 2026 and Nov. 1, 2031 at par plus accrued interest
|
| Settlement date: | June 16
|
© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere.
For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.
