Nuance Communications, Inc. (NASDAQ: NUAN) today announced the pricing of an offering of $500 million aggregate principal amount of its 5.625% senior notes due 2026 (the "Notes"). The Notes are being 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 pursuant to Regulation S under the Securities Act. The Notes will be fully and unconditionally guaranteed on a senior, unsecured basis by Nuance's domestic subsidiaries that guarantee its senior credit facility. The sale of the Notes is expected to close on December 22, 2016, subject to the satisfaction of customary closing conditions.

The Notes will mature on December 15, 2026, unless earlier repurchased or redeemed. Interest on the Notes will accrue at a rate of 5.625% per year, and will be payable in cash semi-annually in arrears, beginning on December 22, 2017.

The aggregate net proceeds to Nuance from the offering of the Notes will be approximately $494 million. Nuance intends to use the net proceeds, together with cash on hand, to redeem approximately $600 million in aggregate principal amount of its 5.375% senior notes due 2020.

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.

The Notes will not be registered under the Securities Act, or any state securities laws, and 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.

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