CRNC - Cerence prices $190M notes offering

2023-06-22 06:56:47 ET

• Cerence ( NASDAQ: CRNC ) prices private offering of $190M aggregate principal amount of 1.50% convertible senior notes due July 1, 2028. The interest will be payable semi-annually in arrears on January 1 and July 1 of each year, beginning January 1, 2024.
• Underwriters have an option to purchase up to an additional $20.0 million aggregate principal amount of notes.
• Closing date is June 26, 2023.
• Prior to April 3, 2028, the notes will be convertible only upon satisfaction of certain conditions and during certain periods. On or after April 3, 2028, the notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.
• The conversion rate will initially be 24.5586 common shares per $1,000 principal amount of notes, approx. $40.72 per common share, a premium of ~22.5% from market price of $33.24 per share on June 21, 2023.
• The company may not redeem the notes prior to July 6, 2026, however, on or after July 6, 2026 and on or before the 31st scheduled trading day immediately before the maturity date, Cerence may redeem for cash all or any portion of the notes.
• The notes will be senior unsecured obligations.
• The net proceeds of $184.1M or $203.6M if underwriters exercise option to purchase all shares will be used to pay  ~$102M to finance the concurrent repurchase of a portion of its 3.00% convertible senior notes due 2025 and rest proceeds along with up to ~$24.7M to repay approximately $106.8 million under its term loan facility.
• CRNC -3.7% premarket to $32.0
• Source: Press Release

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