Nuance greenshoe exercised, $250 million convertibles offering closed

By Devika Patel

Knoxville, Tenn., Aug. 17 - Nuance Communications, Inc. closed the sale of $250 million in 2.75% unsecured senior convertible debentures due Aug. 15, 2027 on Aug. 13, with the deal's $30 million greenshoe exercised in full, according to an 8-K filed with the Securities and Exchange Commission.

As previously reported, the deal was upsized from a previously announced $150 million on Aug. 7, the pricing date. The debentures have an initial conversion premium of 22.5%.

Citigroup and Goldman Sachs were joint bookrunners.

The debentures have a conversion price of $19.47 and a conversion ratio of 51.3736.

The debentures are non-callable until Aug. 20, 2014. There are put options on Aug. 15 in each of 2014, 2017 and 2022.

There is a contingent conversion subject to a 120% hurdle and there are dividend and takeover protections. The convertibles have net share settlement.

Nuance Communications is a Burlington, Mass.-based speech and imaging technology company. It plans to use part of the proceeds to help fund its previously announced acquisition of Tegic Communications, Inc.

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