Convertible Note Hedge and Warrant Transactions. In connection with the pricing of the notes, we entered into privately negotiated convertible note hedge transactions with the option counterparties. The convertible note hedge transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the notes, the number of shares of our common stock that initially underlie the notes. We also entered into warrant transactions with the option counterparties relating to the same number of shares of our common stock that underlie the notes, with a strike price of $417.80, subject to customary anti-dilution adjustments. The convertible note hedge transactions are expected generally to reduce potential dilution to our common stock upon any conversion of notes and/or offset any cash payments we are required to make in excess of the principal amount of any converted notes, as the case may be. However, the warrant transactions could separately have a dilutive effect to the extent that the market value per share of our common stock exceeds the applicable strike price of the warrants unless, subject to certain conditions, we elect to cash settle the warrants. If the initial purchasers exercise their over-allotment option, we expect to enter into additional convertible note hedge and warrant transactions with the option counterparties relating to the additional notes. In connection with establishing their initial hedge of the convertible note hedge and warrant transactions, the option counterparties or their respective affiliates expect to purchase shares of our common stock and/or enter into various derivative transactions with respect to our common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of our common stock or the notes at that time. In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our common stock and/or purchasing or selling our common stock or other securities of ours in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so during any observation period related to a conversion of the notes). This activity could also cause or avoid an increase or a decrease in the market price of our common stock or the notes, which could affect your ability to convert the not...
Convertible Note Hedge and Warrant Transactions. In connection with the pricing of the notes, we entered into convertible note hedge transactions with certain of the initial purchasers or their affiliates or other financial institutions, whom we refer to as the option counterparties. The convertible note hedge transactions are expected to reduce the potential dilution to our common stock upon conversion of the notes and/or offset any cash payments we are required to make in excess of the principal amount of converted notes, as the case may be. We also entered into warrant transactions with the option counterparties. However, the warrant transactions could separately have a dilutive effect to the extent that the market value per share of our common stock exceeds the applicable strike price of the warrants. If the initial purchasers exercise their over-allotment option to purchase additional notes, we may enter into additional convertible note hedge transactions and additional warrant transactions. See “Description of Convertible Note Hedge and Warrant Transactions” in the Preliminary Offering Memorandum.
Convertible Note Hedge and Warrant Transactions. In connection with the offering of the notes, Cephalon has entered into a convertible note hedge transaction (the “convertible note hedge transaction”) with Deutsche Bank AG, an affiliate of the representative of the underwriters (the “hedge counterparty”). The convertible note hedge transaction covers, subject to customary anti-dilution adjustments, 6,304,348 shares of Cephalon’s common stock. Cephalon also has entered into a warrant transaction (the “warrant transaction”) with the hedge counterparty. The warrants issued to the hedge counterparty cover, subject to customary anti-dilution adjustments, 6,304,348 shares of Cephalon’s common stock. The cost to Cephalon of the convertible note hedge transaction, taking into account the proceeds to Cephalon of the warrant transaction, was $72,700,000. If the underwriters exercise their over-allotment option to purchase additional notes, Cephalon expects to increase the number of shares underlying the convertible note hedge transaction and the warrant transaction, in each case on a pro rata basis. Adjustment to Conversion Rate upon a Make-Whole Fundamental Change: The following table sets forth the numbers of additional shares of Cephalon’s stock to be received per $1,000 principal amount of notes upon conversion in connection with a make-whole fundamental change based upon hypothetical stock prices and effective dates. May 27, 2009 2.1700 2.0931 2.0147 1.9404 1.8019 1.5086 1.2749 1.0864 0.8055 0.6108 0.3256 0.1807 0.0991 0.0507 0.0000 May 1, 2010 2.1700 2.1700 2.0835 2.0000 1.8459 1.5215 1.2670 1.0646 0.7695 0.5710 0.2928 0.1582 0.0848 0.0420 0.0000 May 1, 2011 2.1700 2.1700 2.1468 2.0508 1.8738 1.5070 1.2245 1.0051 0.6956 0.4973 0.2385 0.1238 0.0641 0.0300 0.0000 May 1, 2012 2.1700 2.1700 2.1589 2.0460 1.8393 1.4180 1.1035 0.8674 0.5532 0.3684 0.1576 0.0780 0.0389 0.0166 0.0000 May 1, 2013 2.1700 2.0966 1.9527 1.8182 1.5754 1.0985 0.7658 0.5361 0.2714 0.1483 0.0514 0.0263 0.0131 0.0042 0.0000 May 1, 2014 2.1700 1.8974 1.6331 1.3771 0.8888 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 The exact stock prices and effective dates may not be set forth in the table above, in which case if the stock price is: · between two stock price amounts in the table or the effective date is between two effective dates in the table, the number of additional shares will be determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower stock prices and...
Convertible Note Hedge and Warrant Transactions. In connection with the offering of the Notes, the Issuer intends to enter into one or more convertible note hedge transactions with one or more counterparties, which may include one or more of the Initial Purchasers or their respective affiliates. The convertible note hedge transactions will cover, subject to anti-dilution adjustments substantially similar to those in the Notes, approximately 10,731,710 shares of PHH common stock. Concurrently with entering into the convertible note hedge transactions, the Issuer also intends to enter into one or more warrant transactions whereby it will sell to the counterparties warrants to purchase, subject to anti-dilution adjustments, up to approximately 10,731,710 shares of PHH common stock. The Issuer intends to use approximately $24.407 million of the net proceeds of this offering to pay the net cost of the convertible note hedge and warrant transactions. If the Initial Purchasers exercise their over-allotment option to purchase additional Notes, the Issuer agrees to sell additional warrants and use a portion of the proceeds from the sale of the additional Notes and from the sale of additional warrants to enter into additional convertible note hedge transactions. See the Preliminary Offering Memorandum for further details.
Convertible Note Hedge and Warrant Transactions. The convertible note hedge transactions cover, subject to anti-dilution adjustments, approximately 41,142,870 shares of the Issuer’s common stock. Separately and concurrently with entering into the convertible note hedge transactions, the Issuer entered into warrant transactions whereby the Issuer sold to each of the hedge counterparties warrants to acquire, subject to customary anti-dilution adjustments, approximately 41,142,870 shares of the Issuer’s common stock. The warrant transactions have an initial strike price equivalent to 150% of the Reference Price. The cost of the convertible note hedge transactions, after being partially offset by the proceeds from the sale of the warrants, was approximately $40.5 million. ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
Convertible Note Hedge and Warrant Transactions. In connection with the pricing of the notes, we entered into convertible note hedge transactions with one or more of the initial purchasers or affiliates thereof (the “option counterparties”). We also entered into warrant transactions with the option counterparties. The convertible note hedge transactions are expected generally to reduce potential dilution to our common stock upon any conversion of notes and/or offset any cash payments we are required to make in excess of the principal amount of converted notes, as the case may be. However, the warrant transactions could separately have a dilutive effect to the extent that the market price per share of our common stock exceeds the strike price of the warrants. If the initial purchasers exercise their option to purchase additional notes, we expect to enter into additional convertible note hedge transactions and additional warrant transactions with the option counterparties. See “Description of convertible note hedge and warrant transactions” in the Preliminary Offering Memorandum. For a discussion of the potential impact of any market or other activity by the option counterparties or their respective affiliates in connection with these convertible note hedge and warrant transactions, see “Risk factors—Risks related to the notes—The convertible note hedge and warrant transactions may affect the value of the notes and our common stock” and “Plan of distribution—Convertible note hedge and warrant transactions” in the Preliminary Offering Memorandum.
Convertible Note Hedge and Warrant Transactions. In connection with the offering of the Notes, the Issuer has entered into convertible note hedge transactions with one or more affiliates of the underwriters (the “hedge counterparties”). The convertible note hedge transactions cover, subject to adjustments substantially identical to those applicable to the Notes, the number of shares (other than any additional shares as described under “—Adjustment to Shares Delivered upon Conversion Upon a Make-Whole Fundamental Change” above) of the Issuer’s common stock underlying the Notes. Concurrently with entering into the convertible note hedge transactions, the Issuer has entered into separate warrant transactions with the hedge counterparties whereby the Issuer has agreed to sell to the hedge counterparties warrants to purchase, subject to customary anti-dilution adjustments, up to the same number of shares of the Issuer’s common stock. The exercise price of the warrant
Convertible Note Hedge and Warrant Transactions. In connection with this offering, the Issuer intends to enter into convertible note hedge transactions with counterparties, one of which is an affiliate of X.X. Xxxxxx Securities Inc., the initial purchaser of the notes. The convertible note hedge transactions will cover, subject to customary anti-dilution adjustments, approximately 3.7705 million shares of SIVB common stock. These transactions are expected to reduce the potential dilution upon conversion of the notes. The Issuer also intends to enter into warrant transactions with the counterparties to purchase, subject to customary anti-dilution adjustments, up to approximately 3.7705 million shares of SIVB common stock. The warrant transactions could have a dilutive effect on SIVB earnings per share to the extent that the price of SIVB common stock exceeds the strike price of the warrants. The Issuer intends to use a portion of the net proceeds from this offering to pay the net cost of the convertible note hedge and warrant transactions. If the initial purchaser exercises its over-allotment option, the Issuer will sell additional warrants and use a portion of the net proceeds from the sale of the additional notes and the sale of the additional warrants to increase the size of the convertible note hedge transactions.
Convertible Note Hedge and Warrant Transactions. The convertible note hedge transactions and the warrant transactions will each cover, subject to customary adjustments, approximately 15.4 million shares of common stock. The strike price of the warrant transactions will be $30.54 per share, which is 75% higher than the closing price of the Company’s common stock on the NYSE on July 1, 2008. Joint Bookrunners: Citi, Xxxxxxx, Xxxxx & Co. and JPMorgan Co-Managers: BMO Capital Markets, CALYON, Rabo Securities USA, Inc., The Royal Bank of Scotland, SOCIETE GENERALE, SunTrust Xxxxxxxx Xxxxxxxx, ING Wholesale Banking and HSBC CUSIP: 832248 AR9 ISIN: US832248AR98 Pricing Date: July 1, 2008 Settlement Date: July 8, 2008 Concurrent Private Placement: On June 30, 2008, the Company entered into a purchase agreement (the Purchase Agreement) with Starbase International Limited, a company registered in the British Virgin Islands (the Purchaser) which is a subsidiary of COFCO (Hong Kong) Limited (COFCO), and COFCO as guarantor. Pursuant to the Purchase Agreement, the Company will sell 7,000,000 shares (the Shares), or approximately 4.95% of the Company’s common stock (after giving effect to the issuance and sale of the Shares) to the Purchaser, under Regulation S of the Securities Act of 1933, as amended, at a price per Share of $17.45 which is equal to the closing price per share of the Company’s common stock on July 1, 2008. The sale is conditioned upon, among other things, the closing of this offering and is expected to close with respect to approximately 3.1 million of the Shares concurrently with or shortly after this offering, with the balance of the Shares expected to settle following the completion of Xxxx-Xxxxx-Xxxxxx Act antitrust review. Capitalization: The following table sets forth the Company’s cash and cash equivalents and capitalization as of April 27, 2008 on a historical basis and as adjusted to give effect to the Company’s May 2008 Credit Line borrowing and the application of those funds to reduce amounts outstanding under the Company’s U.S. Revolver, this offering of the notes, the application of the net proceeds of this offering and the convertible note hedge and warrant transactions. This table should be read along with, and is qualified in its entirety by, the section captioned “Use of Proceeds” in the Preliminary Prospectus and the Company’s audited consolidated financial statements and related notes in its annual report on Form 10-K for the year ended April 27, 2008, and the section of its annual...
Convertible Note Hedge and Warrant Transactions. In connection with the pricing of the Notes, the Issuer entered into convertible note hedge transactions with the option counterparties. The Issuer also entered into warrant transactions with the option counterparties. The convertible note hedge transactions are expected generally to reduce the potential dilution, and/or offset potential cash payments in excess of the principal amount of converted Notes, upon conversion of the Notes in the event that the market price per share of the Issuer’s common stock, as measured under the terms of the convertible note hedge transactions, is greater than the strike price of the convertible note hedge transactions, which initially corresponds to the conversion price of the Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the Notes. If, however, the market price per share of the Issuer’s common stock, as measured under the terms of the warrant transactions, exceeds the strike price of the warrants, there would nevertheless be dilution to the extent that such market price exceeds the strike price of the warrants (unless, subject to certain conditions, the Issuer elects to settle the warrants in cash). Repurchases of Shares of the Issuer’s Common Stock: The Issuer expects to use approximately $48.9 million of the net proceeds from the Notes offering to repurchase shares of its common stock concurrently with the pricing of the Notes offering in privately negotiated transactions effected through Xxxxx Fargo Securities, LLC or one of its affiliates as the Issuer’s agent. The Issuer purchased approximately 4.1 million shares of its common stock from purchasers of the Notes at a purchase price per share equal to the NASDAQ Last Reported Sale Price on January 8, 2015, which was $11.80 per share. Joint Book-Running Managers: Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Co-Manager: Deutsche Bank Securities Inc. CUSIP Number: 111621 AP3 ISIN: US111621AP39 Increase in Conversion Rate upon Conversion upon a Make-Whole Fundamental Change: The following table sets forth the number of additional shares by which the conversion rate will be increased per $1,000 principal amount of Notes for a holder that converts its Notes in connection with a make-whole fundamental change (as defined in the Preliminary Offering Memorandum) for each stock price and effective date set forth below: January 14, 2015 21.9711 21.1050 14.3336 10.0992 7.0906 5...
