Blucora, Inc. (NASDAQ: BCOR) announced today the pricing of its offering of $175 million aggregate principal amount of Convertible Senior Notes due 2019 (the “Convertible Notes”) in a private placement under the Securities Act of 1933, as amended (the “Securities Act”). We have also granted the initial purchasers a 30-day option to purchase up to an additional $26.25 million principal amount of Convertible Notes, solely to cover over-allotments. The sale of the Convertible Notes is expected to close on March 15, 2013, subject to customary closing conditions.
Blucora expects that the net proceeds from this offering will be approximately $168.8 million, after deducting discounts to the initial purchasers and estimated offering expenses payable by Blucora. Blucora intends to use the net proceeds of the offering for working capital and general corporate purposes, including acquisitions.
The Convertible Notes will be general unsecured senior obligations of Blucora. The Convertible Notes will bear interest at a fixed rate of 4.25% per year, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2013. The Convertible Notes will mature on April 1, 2019, unless earlier purchased, redeemed, or converted.
On or before June 30, 2013, the notes will not be convertible under any circumstances. Following June 30, 2013, and prior to the close of business on the business day immediately preceding October 1, 2018, the Convertible Notes are convertible at the option of the holders only under certain conditions. On or after October 1, 2018, until the close of business on the business day immediately preceding the maturity date, holders may convert their Convertible Notes at their option at the conversion rate then in effect at any time, irrespective of these conditions. Blucora will settle conversions of the Convertible Notes by delivering shares of Blucora common stock at a specified conversion rate. However, if Blucora obtains stockholder approval in accordance with applicable NASDAQ rules, Blucora will settle conversions of the Convertible Notes by paying or delivering, as the case may be, cash, shares of its common stock, or a combination of cash and shares of its common stock, at its election.
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