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Integrated Device Technology Proposed Offering Of

The following excerpt is from the company's SEC filing.

$325 Million Convertible Senior Notes

SAN JOSE, Calif., October 28, 2015

- Integrated Device Technology, Inc. (IDT

) (NASDAQ: IDTI) (the Company) announced today that it intends to offer, subject to market conditions and other factors, $325 million aggregate principal amount of convertible senior notes due 2022 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the Securities Act). In connection with the offering, the Company expects to grant the initial purchasers a 30-day option to purchase up to an additional $48. 75 million aggregate principal amount of notes to cover over-allotments, if any.

The initial conversion price, interest rate and certain other terms of the notes will be determined by negotiations between the Company and the initial purchasers. When issued, the notes will be the Companys senior unsecured obligations and will rank senior in right of payment to any of the Companys indebtedness that is expressly subordinated in right of payment to the notes; equal in right of payment to any of the Companys indebtedness that is not so subordinated; effectively junior in right of payment to any of the Companys secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Companys subsidiaries. The notes will pay interest semi-annually and will mature on November 15, 2022, unless repurchased or converted in accordance with their terms prior to such date. Prior to August 15, 2022, the notes will be convertible only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the notes may be settled in shares of the Companys common stock, cash or a combination of cash and shares of the Companys common stock, at the Companys option. Holders of the notes will have the right to require the Company to repurchase all or some of their notes at 100% of their principal, plus any accrued and unpaid interest, upon the occurrence of certain events.

In connection with the offering of the notes, the Company expects to enter into privately negotiated convertible note hedge transactions with JPMorgan Chase Bank, National Association (in this capacity, the option

counterparty). These transactions will cover, subject to customary anti-dilution adjustments, the number of shares of the Companys common stock that will initially underlie the notes, and are expected to reduce the potential equity dilution, and/or offset cash payments due, upon conversion of the notes. The Company also expects to enter into separate, privately negotiated warrant transactions with the option counterparty at a higher strike price relating to the same number of shares of the Companys common stock, subject to customary anti-dilution adjustments, pursuant to which the Company will...


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