Cerence Inc. Prices Offering of $190 Million 1.50% Convertible Senior Notes due 2028

BURLINGTON, Mass., June 22, 2023 (GLOBE NEWSWIRE) -- Cerence Inc. (NASDAQ: CRNC), AI for a world in motion, announced today the pricing of $190.0 million aggregate principal amount of 1.50% convertible senior notes due 2028 (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 $20.0 million aggregate principal amount of notes. The sale of the notes to the initial purchasers is expected to close on June 26, 2023, subject to customary closing conditions.

The notes will bear interest at a rate of 1.50% per year, payable semi-annually in arrears on January 1 and July 1 of each year, beginning January 1, 2024. The notes will mature on July 1, 2028, unless earlier converted, redeemed or repurchased. Prior to April 3, 2028, the notes will be convertible only upon satisfaction of certain conditions and during certain periods. On or after April 3, 2028, 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 July 6, 2026. On or after July 6, 2026 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 (subject to certain limitations) 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.