By Marisa Wong
Madison, Wis., June 22 – Nuance Communications, Inc. issued about $262 million of 1.5% senior convertible debentures due 2035 in exchange for about $255 million of existing 2.75% senior convertible debentures due 2031 in a series of closings from June 16 through June 22, according to an 8-K filing with the Securities and Exchange Commission.
The company expects to issue an additional $1.5 million of new 1.5% debentures in exchange for another $1.4 million of existing 2.75% debentures.
As previously reported, Nuance entered into separate privately negotiated agreements with holders of its 2.75% convertible debentures to exchange in a private placement about $256 million of the existing debentures for about $264 million of the new 1.5% convertible debentures. Nuance and the debentureholders entered into the agreements on June 10.
About $434 million of the existing 2.75% debentures are expected to remain outstanding after the exchanges are completed.
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 (approximate)
|
| 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-June 22 (for $262 million)
|
|
|
|
|
© 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.
