CalAmp Announces Proposed Private Offering of $125 Million of Convertible Senior Notes

OXNARD, CA--(Marketwired - Apr 29, 2015) - CalAmp (NASDAQ: CAMP), announced today that it intends to offer, subject to market and other conditions, $125 million aggregate principal amount of Convertible Senior Notes due 2020 (the "notes") in a private offering. The notes will be sold only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). CalAmp also expects to grant to the initial purchasers of the notes a 30-day option to purchase up to an additional $18.75 million aggregate principal amount of notes.

CalAmp expects to use a portion of the net proceeds from the offering of the notes to fund the cost of convertible note hedge transactions with the hedge counterparties, as described below. CalAmp expects to use the remainder of the net proceeds from the sale of the notes for general corporate purposes, which may include acquisitions, strategic transactions and working capital. In addition, CalAmp expects to receive proceeds from the separate sale of the warrants, as described below.

The notes will mature on May 15, 2020, unless earlier repurchased or converted. Prior to November 15, 2019, the notes will be convertible only upon the occurrence of certain events and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day preceding the maturity date of the notes. Upon any conversion, CalAmp's conversion obligation will be settled in cash, shares of CalAmp common stock, or a combination of cash and shares of CalAmp common stock, at CalAmp's election. The interest rate on, the initial conversion rate of, and other terms of the notes will be determined by negotiations between CalAmp and the initial purchasers of the notes.

In connection with the offering of the notes, CalAmp expects to enter into privately negotiated convertible note hedge transactions with affiliates of the initial purchasers of the notes or other financial institutions (the "hedge counterparties"). The convertible note hedge transactions are expected to cover, subject to anti-dilution adjustments substantially similar to those applicable to the notes, the number of shares of CalAmp common stock that will initially underlie the notes. CalAmp also expects to enter into separate privately negotiated warrant transactions with the hedge counterparties relating to the same number of shares of CalAmp common stock, subject to customary anti-dilution adjustments. In addition, if the initial purchasers exercise their option to purchase additional notes, CalAmp expects to sell additional warrants to the hedge counterparties and use a portion of the proceeds from the sale of the additional notes and from the sale of the additional warrants to enter into additional convertible note hedge transactions with the hedge counterparties. The convertible note hedge transactions are expected generally to reduce the potential dilution with respect to CalAmp common stock and/or reduce the amount of any cash payments CalAmp is required to make in excess of the principal amount of any converted notes upon conversion of the notes. However, the warrant transactions will separately have a dilutive effect with respect to CalAmp common stock to the extent that the market price per share of CalAmp common stock exceeds the applicable strike price of the warrants on any expiration date of the warrants.