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|SanDisk to Offer $1 Billion of Convertible Senior Notes|
The Company intends to use a portion of the net proceeds of the offering to fund the cost of privately negotiated convertible note hedge transactions, which will serve to increase the effective conversion price of the convertible debt. In addition, the Company intends to use a portion of the net proceeds to repurchase shares of its common stock from purchasers of the notes in privately negotiated transactions, which will be consummated concurrently with the offering. The remaining net proceeds are expected to be used for: (1) the repayment at maturity, or repurchase from time to time, of a portion or all of the Company’s currently outstanding indebtedness; (2) potential strategic investments or acquisitions; (3) the repurchase, from time to time, of shares of the Company’s common stock pursuant to the Company’s existing stock repurchase programs; and (4) other general corporate purposes, including capital expenditures related to manufacturing and technology.
Privately Negotiated Convertible Note Hedge Transactions
The Company currently intends to use a portion of the net proceeds of the offering to fund the cost of privately negotiated convertible note hedge transactions (after taking into account the proceeds to it from warrant transactions) that the Company intends to enter into with the initial purchaser for the offering or other financial institutions (the “dealers”). The Company also intends to enter into separate privately negotiated warrant transactions with such dealers or their affiliates, and anticipates that the warrants will have an exercise price that is up to approximately 80% higher than the closing price of the Company's common stock on the date the warrants are issued. These convertible note hedge transactions and warrant transactions are expected to reduce the potential dilution with respect to the Company’s common stock upon conversion of the notes; however, the warrant transactions could have a dilutive effect with respect to the Company’s common stock to the extent that the market price per share of the Company’s common stock exceeds the strike price of the warrants.
In connection with these hedging transactions, such dealers or their affiliates expect to enter into various derivatives transactions and engage in other activities that could have the effect of increasing or preventing a decline in the price of the Company’s common stock in connection with the pricing of the notes offering. These activities may be discontinued at any time. In addition, in connection with any conversion of the notes, the dealers or their respective affiliates may enter into derivative transactions and engage in other activities that could adversely impact the price of the Company’s common stock and of the notes.
Repurchase of Common Stock From Purchasers of Notes
The Company currently intends to use a portion of the net proceeds of the offering to repurchase shares of its common stock from purchasers of notes in privately negotiated transactions effected through the initial purchaser as the Company’s agent. The price of the common stock repurchased in such transactions is expected to equal the closing price per share of the Company’s common stock on the date of the pricing of the offering. Repurchases of shares of the Company’s common stock could increase, or prevent a decrease in, the market price of the Company’s common stock or the notes. In the case of repurchases effected concurrently with this offering, this activity could affect the market price of the Company’s common stock concurrently with, or shortly after, the pricing of the notes, and could result in a higher effective conversion price for the notes.
This announcement does not constitute an offer to sell, or the
solicitation of an offer to buy, any securities. Any offers of the notes
will be made only by means of a confidential offering circular. The
notes, the convertible note hedge transactions, the warrants and the
shares of the Company’s common stock underlying these securities have
not been and will not be registered under the Securities Act of 1933 or
the securities laws of any other jurisdiction and may not be offered or
This press release contains certain forward-looking statements, including statements regarding the Company’s intent to offer the notes and enter into related transactions and the intended use of proceeds from the proposed offering, that are based on the Company’s current expectations and subject to numerous risks and uncertainties that may cause these forward-looking statements to be inaccurate, including, among others:
Such risks and uncertainties could harm the Company’s business, financial condition and results of operations. The Company undertakes no obligation to update the information contained in this press release.