By Stephanie N. Rotondo
Portland, Ore., Oct. 19 - Nuance Communications Inc. issued $600 million of 20-year senior convertible notes via Rule 144A at par to yield 2.75% with an initial conversion premium of 37.5%, the company said in a news release Wednesday.
There is a 30-day over-allotment option of $90 million.
Interest will be payable semiannually beginning May 1, 2012.
The notes are putable on Nov. 1 of 2017, 2021 and 2026 at par plus accrued and unpaid interest. Nuance will also be required to repurchase the notes "upon the occurrence of certain fundamental changes."
The notes are callable at par on or after Nov. 6, 2017.
The notes will be convertible into cash or stock or a combination thereof. The initial conversion rate per each $1,000 of notes is equal to 30.961 common shares, resulting in a conversion price of $32.30 per share.
The conversion price represents a 37.5% premium over the Oct. 18 closing share price of $23.49.
Morgan Stanley & Co. LLC is the underwriter.
A portion of the proceeds will be used to repurchase up to $200 million of the company's common stock, as recently approved by its board of directors. Additional proceeds will be used for potential acquisitions and other strategic transactions, as well as for general corporate purposes, including working capital and capital expenditures.
Settlement is expected Oct. 24.
Nuance is a Burlington, Mass.-based provider of voice and language solutions for businesses and consumers.
| Issuer: | Nuance Communications Inc.
|
| Securities: | Senior convertible notes
|
| Amount: | $600 million
|
| Greenshoe: | $90 million
|
| Maturity: | Nov. 1, 2031
|
| Underwriter: | Morgan Stanley & Co. LLC
|
| Coupon: | 2.75%, payable semiannually
|
| Price: | Par
|
| Yield: | 2.75%
|
| Conversion premium: | 37.5%
|
| Conversion price: | $32.30
|
| Conversion ratio: | 30.961 common shares
|
| Calls: | On or after Nov. 6, 2017 at par
|
| Puts: | On Nov. 1 of 2017, 2021 and 2026 at par
|
| Distribution: | Rule 144A
|
| Pricing date: | Oct. 19
|
| Settlement date: | Oct. 24
|
| Stock symbol: | Nasdaq: NUAN
|
| Stock price: | $23.49 at close Oct. 18
|
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