The Notes will not be registered under the Securities Act, or any state securities laws, 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 securities laws.
Nuance Communications, Inc. (NASDAQ: NUAN) today announced that it intends to offer, subject to market and other considerations, approximately $350 million aggregate principal amount of its 5.375% senior notes due 2020 (the “Notes”) through an offering 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 pursuant to Regulation S under the Securities Act. The Notes will be fully and unconditionally guaranteed on a senior, unsecured basis by substantially all of Nuance's domestic subsidiaries. The Notes and Nuance’s outstanding $700.0 million aggregate principal amount of 5.375% Senior Notes due 2020 issued on August 14, 2012 will be treated as a single class for all purposes. The Notes will mature on August 15, 2020, unless earlier repurchased or redeemed. Holders may require Nuance to repurchase their Notes upon the occurrence of certain change of control events at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any. The offering price of the Notes will be determined by negotiations between Nuance and the initial purchasers. The aggregate net proceeds to Nuance from the offering of the Notes are expected to be approximately $354.2 million. Nuance intends to use approximately $144 million of the net proceeds to repay indebtedness that matures in 2013 under its existing credit facility and intends to use the remaining net proceeds for acquisitions and general corporate purposes, including working capital and capital expenditures. This announcement is neither an offer to sell nor a solicitation to buy any of the foregoing securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.