LONG BEACH, Calif., Feb. 26, 2014 (GLOBE NEWSWIRE) -- UTi Worldwide Inc. (Nasdaq:UTIW) today announced that it plans to issue $350 million aggregate principal amount of Convertible Senior Notes due 2019 (the "Notes") in a private offering, subject to market and other conditions. UTi Worldwide Inc. ("UTi") expects to grant the initial purchasers in the offering an option to purchase up to an additional $50 million aggregate principal amount of the Notes. UTi intends to use the net proceeds of the offering for general corporate purposes, including repayment of debt.
Upon conversion of the Notes, UTi will deliver ordinary shares, except that if UTi obtains shareholder approval under certain circumstances, UTi will pay or deliver, as the case may be, cash, ordinary shares or a combination of cash and ordinary shares, at UTi's election. UTi may not redeem the Notes prior to maturity unless certain tax related events occur. Holders may cause UTi to repurchase the Notes for cash, at their option, upon the occurrence of specified fundamental changes. The interest rate, conversion rate and certain other pricing terms of the Notes will be determined at the time the offering is priced by UTi and the initial purchasers.
The Notes and UTi's ordinary shares issuable upon conversion of the Notes, if any, have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.UTi plans to sell the Notes only to qualified institutional buyers pursuant to Rule 144A under the Securities Act. This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offer of the Notes will be made only by means of a private offering memorandum. About UTi Worldwide: UTi Worldwide Inc. is an international, non-asset-based supply chain services and solutions company providing air and ocean freight forwarding, contract logistics, customs brokerage, distribution, inbound logistics, truckload brokerage, and other supply chain management services. The company serves a large and diverse base of global and local companies, including clients operating in industries with unique supply chain requirements such as the retail, apparel, chemical, automotive, pharmaceutical, and technology industries. The company seeks to use its global network, proprietary information technology systems, and relationships with transportation providers, and expertise in outsourced logistics services to deliver competitive advantage to each of its clients' supply chains.