Evercore Partners acted as financial adviser to Unwired Planet in connection with the private placement of Senior Notes, the registered direct placement of common stock and the committed backstop financing for the rights offering.
Private Placement of Senior Notes. Indaba has agreed to purchase $25 million aggregate principal amount of Senior Notes in a private placement transaction. The Notes will initially bear interest at a rate of 12.875% per annum, payable in-kind for the first two years following issue. After the first two years, interest on the Notes is payable in cash at a rate of 12.5% per annum or in-kind at a rate of 12.875% per annum. The Notes will mature on June 30, 2018, unless previously repurchased in accordance with their terms.
Registered Direct Placement of Common Stock. Indaba has agreed to purchase 7,530,120 shares of common stock pursuant to the Company’s effective registration statement at an offering price of $1.66 per share, for a total of $12.5 million of gross proceeds. A registration statement relating to these securities has been filed with and declared effective by the Securities and Exchange Commission. A prospectus supplement relating to the offering will be filed with the Securities and Exchange Commission.Rights Offering. The Company has filed a registration statement on Form S-3 with the Securities and Exchange Commission for a proposed $12.5 million rights offering. The rights offering will be made through the pro rata distribution of non-transferable subscription rights to purchase, in the aggregate, up to 7,530,120 shares of the Company's common stock. Under the proposed rights offering, each stockholder as of the July 8, 2013 record date will receive, at no charge, one subscription right for each share of common stock owned on the record date, and each right will entitle the rights holder to purchase its pro rata allocation of shares of the Company’s common stock. Based on the number of shares outstanding as of June 24, 2013, each rights holder would be entitled to purchase 0.08146 shares of the Company's common stock at a subscription price of $1.66 per share. The subscription ratio may be adjusted as necessary to reflect the actual number of shares of common stock issued and outstanding as of the record date. Indaba has agreed to purchase from the Company, at the same subscription price of $1.66 per share, any shares of common stock that are not purchased by the Company’s other stockholders in the rights offering, up to the full $12.5 million of gross proceeds. In consideration for Indaba’s backstop commitment, the Company has agreed to issue to Indaba shares of common stock, valued at the subscription price, in an amount equal to 3.0% of Indaba’s backstop commitment. The shares of common stock to be sold or otherwise issued to Indaba in connection with its backstop commitment will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company has agreed, subject to certain terms and conditions, to file a registration statement under the Securities Act covering the resale of the securities to be sold or otherwise issued to Indaba in connection with its backstop commitment.