Cerence Inc. Prices Offering of $150 Million 3.00% Convertible Senior Notes due 2025
BURLINGTON, Mass., May 29, 2020 (GLOBE NEWSWIRE) -- Cerence Inc. (NASDAQ: CRNC), AI for a world in motion, announced today the pricing of $150.0 million aggregate principal amount of 3.00%
convertible senior notes due 2025 (the “notes”) in a private offering (the “offering”) only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”). In connection with the offering, Cerence granted the initial purchasers an option to purchase up to an additional $25.0 million aggregate
principal amount of notes. The sale is expected to close on June 2, 2020, subject to customary closing conditions.
The notes will bear interest at a rate of 3.00% per year, payable semi-annually in arrears on June 1 and December 1 of each year, beginning December 1, 2020. The notes will mature on December 1, 2025, unless earlier converted, repurchased or redeemed. Prior to March 1, 2025, the notes will be convertible only upon satisfaction of certain conditions and during certain periods. On or after March 1, 2025, the notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.
Cerence may not redeem the notes prior to June 5, 2023. On or after June 5, 2023 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 if the last reported sale price of Cerence’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which Cerence provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which Cerence provides notice of redemption. The redemption price will equal 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the notes.
The notes will be convertible at the option of holders, subject to certain conditions and during certain periods, into cash, shares of Cerence’s common stock or a combination of cash and shares of Cerence’s common stock, with the form of consideration determined at Cerence’s election. Holders of the notes will have the right to require Cerence to repurchase all or a portion of their notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of certain events. The conversion rate will initially be 26.7271 shares of Cerence’s common stock per $1,000 principal amount of notes (which is equivalent to an initial conversion price of approximately $37.42 per share of Cerence’s common stock). The initial conversion price of the notes represents a premium of approximately 35% over the last reported sale price of Cerence’s common stock of $27.715 per share on May 28, 2020.