Mindspeed 6.75% convertible notes convertible, putable due to merger

By Marisa Wong

Madison, Wis., Dec. 27 - Mindspeed Technologies, Inc. announced that its 6.75% convertible senior notes due 2017 are convertible at an increased conversion rate due to a make-whole fundamental change.

Micro Merger Sub, Inc., a wholly owned subsidiary of M/A-COM Technology Solutions Holdings, Inc. (Macom), merged with and into Mindspeed, with Mindspeed becoming a wholly owned subsidiary of Macom.

The merger constitutes a make-whole fundamental change under the notes' indenture, with an effective date of Dec. 18.

As a result, the notes are convertible from Dec. 18 until the business day immediately prior to the fundamental change repurchase date.

The company said it would deliver a notice of the exact repurchase date to holders no later than Dec. 28, and the repurchase date will be at least 20 and up to 35 business days after the notice date.

The notes will be convertible into the same type and same proportions of the consideration payable to the company's stockholders in connection with the merger.

Holders who convert their notes during the make-whole fundamental change period will be entitled to convert each $1,000 principal amount into $1,392.18 cash.

Holders who convert their notes after the make-whole fundamental change period will be entitled to convert each $1,000 principal amount into $1,294.87 cash.

In addition, because the merger constitutes a fundamental change under the indenture, each holder may put the notes at a repurchase price of par plus any accrued interest to the fundamental change repurchase date. Put notices must be delivered by 5 p.m. ET on the day prior to the repurchase date.

Holders may withdraw notes surrendered for repurchase at any time prior to the repurchase date but may not convert any put note until the repurchase notice is withdrawn.

Wells Fargo Bank, NA is the conversion agent.

Mindspeed is a Newport Beach, Calif., maker of networking chips.

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