JAKKS Pacific, Inc. (NASDAQ: JAKK) today announced that it proposes to offer, subject to market and other conditions, $100.0 million in aggregate principal amount of convertible senior notes due 2018 in a private placement. JAKKS intends to grant the initial purchaser of the notes a 30-day option to purchase up to $15.0 million in principal amount of additional notes to cover over-allotments, if any.
The notes will be convertible at the option of the holder, and upon conversion, the notes will be settled in shares of its common stock, except that cash will be paid in lieu of any fractional shares. The interest rate, conversion price and other terms will be determined by negotiations between JAKKS and the initial purchaser of the notes. The notes will be senior unsecured obligations of JAKKS and will rank equal in right of payment with all of JAKKS’ existing and future senior unsecured indebtedness.
JAKKS intends to use a portion of the net proceeds from this offering to repurchase a portion of its 4.50% convertible senior notes due 2014. In the event JAKKS is unable to repurchase such notes on satisfactory terms, JAKKS may use such proceeds for general corporate purposes.
The notes will be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in compliance with Regulation S of the Securities Act. The convertible senior notes will not be registered under the Securities Act or any other jurisdiction and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws.
This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any of these securities, and shall not constitute an offer, solicitation or sale of the shares of notes in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.