Nuance Announces Proposed $350 Million Offering of Senior Convertible Notes due 2025
13 March 2017 - 10:45PM
Business Wire
Notes to be Net Share Settled upon Conversion;
Proceeds to be Used to Repurchase Nuance Shares and Retire
Outstanding Debentures
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 visit www.nuance.com.
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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version on businesswire.com: http://www.businesswire.com/news/home/20170313005569/en/
For InvestorsNuance Communications, Inc.Christine
Marchuska, 781-565-5000christine.marchuska@nuance.comorFor Media
and InvestorsNuance Communications, Inc.Richard Mack,
781-565-5000richard.mack@nuance.com
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