GT Advanced Technologies Inc. (NASDAQ: GTAT) (the “Company”), today announced plans to offer up to $175 million aggregate principal amount of its convertible senior notes due 2017 (the “Notes”) in an underwritten public offering pursuant to an effective registration statement filed with the Securities and Exchange Commission today. In addition, the Company expects to grant the underwriters an option to purchase up to an additional $26.25 million aggregate principal amount of Notes from the Company. The offering is subject to market and other conditions.
The Notes will pay interest semiannually and will be convertible, under certain circumstances, into cash, shares of the Company’s common stock, or a combination of both at the Company’s election. The Notes will mature on October 1, 2017, unless repurchased or converted in accordance with their terms prior to such date. The Company will not have the right to redeem the Notes prior to maturity. The interest rate and terms of the notes, including the conversion rate of the notes, will be determined by negotiations among the Company and the underwriters.
In connection with the offering, the Company intends to enter into one or more privately negotiated convertible note hedge transactions with one or more counterparties, one or more of which may be underwriters or affiliates of the underwriters in the offering (the “counterparties”). The convertible note hedge transactions are intended to reduce the potential dilution to the Company’s common stock and/or offset potential cash payments in excess of the principal amount of converted Notes upon conversion of the Notes. The Company also intends to enter into separate privately negotiated warrant transactions with the counterparties and anticipates that the warrants will have an exercise price that is significantly higher than the closing price of the Company’s common stock on the date on which the warrants are issued. The issuance of the warrants could have a dilutive effect on the Company’s common stock to the extent that the market price of the Company’s common stock exceeds the exercise price of the warrants. If the underwriters exercise their option to purchase additional Notes, the Company may enter into additional convertible note hedge transactions and additional warrant transactions with the counterparties.
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