Citrix Systems, Inc. (NASDAQ:CTXS) announced the pricing of its offering of $1.25 billion principal amount of convertible senior notes due 2019 (the “notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Citrix also granted the initial purchasers of the notes a 30-day option to purchase up to an additional $187.5 million principal amount of the notes, solely to cover over-allotments.
When issued, the notes will be unsecured senior obligations of Citrix and bear interest at a rate of 0.500% per annum, payable semi-annually on April 15 and October 15 of each year, commencing October 15, 2014. The notes will mature on April 15, 2019, unless earlier repurchased or converted in accordance with their terms prior to such date. Citrix will not have the right to redeem the notes prior to maturity. Prior to October 15, 2018, the notes will be convertible at the option of holders of the notes only upon satisfaction of certain conditions and during certain periods, and, thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, Citrix will pay cash up to the aggregate principal amount of the notes to be converted and pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at Citrix’s election, in respect of the remainder, if any, of Citrix’s conversion obligation in excess of the aggregate principal amount of the notes being converted. The conversion rate for the notes will initially be 11.1111 shares of Citrix’s common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $90.00 per share, and is subject to adjustment under the terms of the notes. This represents a premium of approximately 50% over the last reported sale price of $60.00 per share of Citrix’s common stock on The NASDAQ Global Select Market on April 24, 2014. Holders of the notes may require Citrix to repurchase their notes upon the occurrence of a fundamental change prior to maturity for cash at a repurchase price equal to 100% of the principal amount of the notes to be repurchased plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date, if any.