TranSwitch plans offer to exchange $80.519 million 5.45% convertibles for stock, cash

By Jennifer Chiou

New York, June 17 - TranSwitch said it is planning an offer to exchange its outstanding $80.519 million of 5.45% Convertible Plus Cash Notes due September 2007 for up to 14,711,627 shares of common stock and up to $52,337,350 in cash.

The offer, which was filed with the Securities and Exchange Commission, is part of an effort to reduce the company's indebtedness.

Each $1,000 principal amount of convertibles will be exchanged for 182.71 shares plus cash to bring the total value to $999.99. However, the cash part will be capped at $650.00 so if the company's stock closes before $1.92 the value will not reach $999.99. Pricing will be set on the second day before expiration.

Piper Jaffray & Co. is the lead dealer manager and Thomas Weisel Partners LLC and Pacific Growth Equities, LLC are co-dealer managers.

When the exchange offer starts, TranSwitch said it will file a tender offer statement with the SEC.

Shelton, Conn.-based TranSwitch designs, develops and markets semiconductors for voice, data and video communications.

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