The Company estimates that the net proceeds of the Offering will be $251.2 million (or $289.3 million if the initial purchasers’ over-allotment option is exercised in full), after deducting the initial purchasers’ discounts and commissions and estimated offering expenses. The Company is using approximately $130 million of the net proceeds of the Offering to repay the outstanding term loan under its senior credit facility, $18.7 million to fund the cost of the convertible note hedge transactions described above (after such cost is partially offset by the proceeds to the Company from the sale of the warrant transactions described above), up to $29.1 million to fund any repurchases the Company is able to make of its convertible senior notes due 2014 and the remainder for general corporate purposes, including possible acquisitions.
In connection with the convertible note hedge transactions and the separate warrant transactions, the Option Counterparties have advised the Company that they and/or their affiliates expect to enter into various derivative transactions in the Company’s common stock, and may purchase and sell the Company’s common stock in secondary market transactions, concurrently with or shortly after the pricing of the Notes. These hedging activities could initially raise or maintain the market price of the Company’s common stock and could subsequently otherwise affect the market price of the Company’s common stock.
This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
The offer and sale of the Notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.