ModusLink Global Solutions, Inc. (“ModusLink”) (NASDAQ: MLNK) today announced the pricing of its offering of $90 million aggregate principal amount of its 5.25% Convertible Senior Notes due 2019 (the “notes”). The notes are being offered and sold to qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The offering is expected to close on March 18, 2014, subject to satisfaction of customary closing conditions. ModusLink also granted to the initial purchaser of the notes a 30-day option to purchase up to an additional $10 million aggregate principal amount of the notes.
The notes will be unsecured and unsubordinated obligations of ModusLink, and will rank equal in right of payment with ModusLink’s other unsecured and unsubordinated indebtedness, but will be effectively subordinated in right of payment to any existing and future secured indebtedness and liabilities to the extent of the value of the collateral securing those obligations, and structurally subordinated to the indebtedness and other liabilities of ModusLink’s subsidiaries.
The notes will mature on March 1, 2019, unless earlier repurchased or converted. Interest will be payable semi-annually in arrears at the rate of 5.25% per annum on March 1 and September 1 of each year, beginning on September 1, 2014.
The notes will be convertible into shares of ModusLink’s common stock at an initial conversion rate of 166.2593 shares of common stock per $1,000 principal amount of notes (which is equivalent to an initial conversion price of approximately $6.01 per share), subject to adjustment upon the occurrence of certain events, or, if ModusLink obtains the required consent from its shareholders, into shares of ModusLink’s common stock, cash or a combination of cash and shares of its common stock, at ModusLink’s election. The initial conversion price represents a conversion premium of approximately 23% relative to $4.89, which was the last reported sale price of ModusLink’s common stock on the Nasdaq Global Select Market on March 12, 2014.