SANTA CLARA, Calif.--(BUSINESS WIRE)--
Avaya Holdings Corp. (NYSE: AVYA) (the “Company” or “Avaya”) today
announced it is offering $300 million in aggregate principal amount of
Convertible Senior Notes due 2023 (the “convertible notes”) in a private
offering to qualified institutional buyers pursuant to Rule 144A under
the Securities Act of 1933, as amended (the “Securities Act”). The
convertible notes will be convertible into cash, shares of Avaya common
stock or a combination thereof, at the Company’s election. The Company
expects to grant an option to the initial purchasers to purchase up to
an additional $50 million in aggregate principal amount of convertible
notes. The convertible notes will bear cash interest, payable
semi-annually on June 15 and December 15, beginning on December 15, 2018.
The Company intends to use a portion of the proceeds from this offering
to pay the cost of the convertible note hedge transactions described
below (after such cost is partially offset by the proceeds received by
the Company from the warrant transactions described below) and for
general corporate purposes. The offering of the convertible notes is
subject to market conditions.
In connection with the pricing of the convertible notes, the Company
expects to enter into convertible note hedge transactions with certain
of the initial purchasers (or their affiliates) (the “Call Spread
Counterparties”), in order to offset any amount the Company is required
to pay or deliver in excess of the principal amount upon conversion of
the convertible notes. The Company also expects to enter into separate
warrant transactions with the Call Spread Counterparties, which would
have a dilutive effect with respect to the Company’s common stock to the
extent that the market price of the Company’s common stock, as measured
under the terms of the warrant transactions, exceeds the applicable
strike price of the warrants on their exercise dates.
If the initial purchasers exercise their option to purchase additional
convertible notes, the Company expects to enter into additional
convertible note hedge transactions and additional warrant transactions
with the Call Spread Counterparties on terms similar to those described
above.
The Company has been advised by the Call Spread Counterparties that, in
connection with establishing their initial hedge positions with respect
to the convertible note hedge transactions and the warrant transactions,
the Call Spread Counterparties and/or their respective affiliates expect
to enter into various derivative transactions with respect to the
Company’s common stock concurrently with or shortly after the pricing of
the convertible notes. This activity could increase (or reduce the size
of any decrease in) the market price of the Company’s common stock or
the convertible notes at that time.
In addition, the Company has been advised that the Call Spread
Counterparties and/or their respective affiliates may modify their hedge
positions by entering into or unwinding various derivatives with respect
to the Company’s common stock and/or purchasing or selling shares of the
Company’s common stock or other securities of the Company in secondary
market transactions following the pricing of the convertible notes and
prior to the maturity of the convertible notes, which could adversely
affect the market price of the Company’s common stock and, as a result,
the market price of the convertible notes, or could have the effect of
increasing or preventing a decline in the market price of the Company’s
common stock.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. The convertible notes will be offered to qualified
institutional buyers pursuant to Rule 144A under the Securities Act. The
convertible notes and the shares of common stock issuable upon
conversion of the convertible notes, if any, will not be registered
under the Securities Act or any state securities laws, and unless so
registered, may not be offered or sold in the United States except
pursuant to an exemption from the registration requirements of the
Securities Act and applicable state laws.
About Avaya
Avaya is a global leader in digital communications software, services
and devices for businesses of all sizes. Our open, intelligent and
customizable solutions for contact centers and unified communications
offer the flexibility of Cloud, on-premises and hybrid deployments.
Avaya shapes intelligent connections and creates seamless communication
experiences for our customers, and their customers. Our professional
planning, support and management services teams help optimize solutions,
for highly reliable and efficient deployments. Avaya Holdings Corp. is
traded on the NYSE under the ticker AVYA. For more information, please
visit www.avaya.com.
Cautionary Note Regarding Forward-Looking Statements
Certain of the statements contained in this release are
“forward-looking statements.” All statements other than statements of
historical fact are “forward-looking statements” for purposes of the
U.S. federal and state securities laws. These statements may be
identified by the use of forward looking terminology such as
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “plan, “project,” “target,” “can,” “could,” “may,” “should,”
“will,” “would” or similar words. These forward-looking statements,
which are based on the Company’s current plans, expectations and
projections about future events, should not be unduly relied upon. These
statements involve known and unknown risks, uncertainties and other
factors that may cause the Company’s actual results, performance and
achievements to materially differ from any future results, performance
and achievements expressed or implied by such forward-looking
statements. These factors are discussed in the Company’s Registration
Statement on Form 10 and Quarterly Reports on Form 10-Q filed with the
Securities and Exchange Commission (the “SEC”). For a further list and
description of such risks and uncertainties, please refer to the
Company’s filings with the SEC that are available at
www.sec.gov
.
The Company cautions you that the list of important factors included in
the Company’s SEC filings may not contain all of the material factors
that are important to you. In addition, in light of these risks and
uncertainties, the matters referred to in the forward-looking statements
contained in this report may not in fact occur. The Company undertakes
no obligation to publicly update or revise any forward-looking statement
as a result of new information, future events, changed circumstances or
otherwise, except as otherwise required by law.
Source: Avaya Newsroom
View source version on businesswire.com:
https://www.businesswire.com/news/home/20180606005597/en/
Avaya Holdings Corp.
Media Inquiries:
Debbie
Lewandowski, 630-245-2720
deblewan@avaya.com
or
Investor
Inquiries:
Peter Schuman, 669-242-8098
pschuman@avaya.com
Source: Avaya Holdings Corp.