April 12, 2013
/PRNewswire/ -- ARRIS Group, Inc. (NASDAQ: ARRS) today announced that pursuant to the terms of the indenture governing its 2.00% Convertible Senior Notes due 2026 (the "Notes"), the Notes are convertible at the option of the holders (the "Conversion Option") from
April 12, 2013
through the close of business on
May 29, 2013
(the "Conversion Period").
The Conversion Option is triggered because ARRIS plans to reorganize its business by creating a new holding company structure. The primary purpose of the reorganization is to facilitate ARRIS' previously-announced proposed acquisition of the Motorola Home business from a subsidiary of Google, which ARRIS expects to close on or about
, 2013. The business operations of ARRIS and its subsidiaries will not change as a result of the reorganization.
Pursuant to the reorganization, ARRIS will be renamed ARRIS Enterprises, Inc. ("ARRIS Enterprises") and will become a wholly owned subsidiary of the new holding company. Each of the outstanding shares of the capital stock of ARRIS will be converted automatically into one identical share of the new holding company. The new holding company will be named "ARRIS Group, Inc." The anticipated effective date of the reorganization is
April 16, 2013
In order to exercise the Conversion Option, holders must validly surrender the Notes at any time during the Conversion Period. The company has confirmed with The Bank of New York Mellon Trust Company, N.A. (the "Trustee"), which serves as the trustee and conversion agent under the indenture, that, as of the date hereof, all custodians and beneficial holders of the Notes hold the Notes through Depository Trust Company ("DTC") accounts and that there are no outstanding certificated Notes in non-global form. Accordingly, all Notes surrendered for conversion must be delivered through the transmittal procedures of DTC.