Upon a fundamental change (as defined in the indenture relating to the Convertible Notes), subject to certain exceptions, the holders may require ZaZa to repurchase some or all of their Convertible Notes for cash at a repurchase price equal to 100% of the principal amount of the Convertible Notes being repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
The Convertible Notes were offered inside the United States to qualified institutional buyers and accredited investors in a private placement in reliance on Section 4(a)(2) of and Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).
The Convertible Notes and the shares of common stock into which they are convertible have not been and will not be registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy any securities.
The Convertible Notes will be subject to resale and transfer restrictions in accordance with applicable securities laws.This press release contains forward-looking statements. Forward-looking statements give ZaZa’s current expectations or forecasts of future events based on assumptions and estimations that management believes are reasonable given currently available information. Forward-looking statements in this press release relate to, among other things, the use of proceeds from the private placement of Convertible Notes. Information on risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements is available in ZaZa’s filings with the Securities and Exchange Commission.