Nuance Announces Proposed $350 Million Offering of Senior Convertible Notes due 2025
Notes to be Net Share Settled upon Conversion; Proceeds
to be Used to Repurchase Nuance Shares and Retire Outstanding Debentures
BURLINGTON, Mass.--(BUSINESS WIRE)--Mar. 13, 2017--
Nuance Communications, Inc. (NASDAQ:NUAN) today announced its intention
to offer, subject to market conditions and other factors, $350 million
aggregate principal amount of senior convertible notes due 2025 (the
“Notes”) in a private placement to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended (the
“Act”). Nuance also expects to grant the initial purchasers of the Notes
a 13-day option to purchase up to an additional $60 million aggregate
principal amount of the Notes to cover over-allotments, if any.
The Notes will be convertible, subject to the satisfaction of certain
conditions, into cash up to the principal amount of the Notes and, with
respect to any excess conversion value, cash or shares of Nuance common
stock or a combination thereof, at Nuance’s election. The terms of the
Notes, including the interest rate, initial conversion rate and other
terms, will be determined by negotiations between Nuance and the initial
purchasers of the Notes.
Nuance intends to use approximately $150 million of the net proceeds
from this offering to repurchase shares of Nuance’s common stock
concurrently with the pricing of the Notes in negotiated transactions
with institutional investors in the offering, subject to availability.
Nuance intends to use the remaining net proceeds, together with cash on
hand, to repurchase, redeem, retire or otherwise repay all of its
outstanding 2.75% Senior Convertible Debentures due 2031.
Neither the Notes nor the shares of Nuance's common stock issuable upon
conversion of the Notes, if any, have been registered under the Act or
the securities laws of any other jurisdiction and may not be offered or
sold in the United States absent registration or an applicable exemption
from such registration requirements.
This announcement is neither an offer to sell nor a solicitation of an
offer to buy any of these securities, and shall not constitute an offer,
solicitation, or sale in any jurisdiction in which such offer,
solicitation, or sale is unlawful.
About Nuance Communications, Inc.
Nuance Communications, Inc. (NASDAQ:NUAN) is a leading provider of voice
and language solutions for businesses and consumers around the world.
Its technologies, applications and services make the user experience
more compelling by transforming the way people interact with devices and
systems. Every day, millions of users and thousands of businesses
experience Nuance’s proven applications. For more information, please
Trademark reference: Nuance and the Nuance logo are registered
trademarks or trademarks of Nuance Communications, Inc. or its
affiliates in the United States and/or other countries. All other
trademarks referenced herein are the property of their respective owners.
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