Unwired Planet Announces $50 Million Financing to Support Its Long Term
Mobile Industry IP Licensing Strategy
Financing Consisting of $25 MillionSeniorNotes and$25 Million Common Stock
Common Stock to be Issued Pursuant to a Registered Direct Placement to a
Single Investor and a Backstopped Equity Rights Offeringto Current
RENO, Nev. -- June 28, 2013
Unwired Planet, Inc. (NASDAQ: UPIP)(“Unwired Planet” or the “Company”)today
announceda financing transaction that will provide an additional $50 million
of long term financing to support the Company's licensing efforts.
Thefinancing consists of a $25 million private placement ofseniornotes,a
$12.5 million registered direct placement of common stockanda $12.5
millionfully backstoppedequityrightsofferingto current shareholders.
The Company has entered into definitive agreements with Indaba Capital Fund,
L.P. (“Indaba”) in connection with the private placement of senior notes and
the registered direct placement of common stock. Indaba has also agreed to
fullybackstoptheCompany’s proposed $12.5 million rights offering.
“We are pleased to announcethiscapital raisingtransaction, which
providesalong termand flexible source offunding for our ongoing
intellectual property licensing program,” said Eric Vetter, President and
Chief Administrative Officer of Unwired Planet. “This $50 million financing
strengthensthe Company’sfinancial position andallows us to broaden our
Peter Feld, Chairman of Unwired Planet added: “The rights offering is designed
to give all shareholders an opportunity to participate in this financing as
wecontinue to roll outour licensing efforts following the expansion of our
patent portfolio through the transaction with Ericsson earlier this year.”
Derek Schrier, Managing Partner and CIO of Indaba Capital, added: “We are very
pleased to support Unwired Planet with this capital raising. The Company has
assembled a strong management team with deep intellectual property expertise.
With its rich intellectual property portfolio and aligned and supportive
stakeholders, we believe that Unwired Planet is well positioned to generate
significant licensing income over the coming years.”
The proceeds from the financing transactions are expected to be used for
general corporate purposesas the Company continues to pursue its long term
The closing of the private placement of senior notes and the registered direct
placement of common stock are expected to take place on or about June 28,
2013, subject to satisfaction of customary closing conditions.
Evercore Partners acted as financial adviser to Unwired Planet in connection
with the private placement of Senior Notes, the registered direct placement of
common stock and the committed backstop financing for the rights offering.
Private Placement of SeniorNotes. Indaba has agreed to purchase $25 million
aggregate principal amount of Senior Notes in a private placementtransaction.
The Notes will initially bear interest at a rate of 12.875% per annum, payable
in-kind for the first two years following issue. After the first two years,
interest on the Notes is payable in cash at a rate of 12.5% per annum or
in-kind at a rate of 12.875% per annum. The Notes will mature on June30,
2018, unless previously repurchased in accordance with their terms.
Registered Direct Placement of Common Stock. Indaba has agreed to purchase
7,530,120 shares of common stock pursuant to the Company’s effective
registration statement at an offering price of $1.66 per share, for a total of
$12.5 million of gross proceeds. A registration statement relating to these
securities has been filed with and declared effective by the Securities and
Exchange Commission. A prospectus supplement relating to the offering will be
filed with the Securities and Exchange Commission.
Rights Offering. The Company has filed a registration statement on Form S-3
with the Securities and Exchange Commission for a proposed $12.5 million
rights offering. The rights offering will be made through the pro rata
distribution of non-transferable subscription rights to purchase, in the
aggregate, up to 7,530,120 shares of the Company's common stock. Under the
proposed rights offering, each stockholder as of the July 8, 2013 record date
will receive, at no charge, one subscription right for each share of common
stock owned on the record date, and each right will entitle the rights holder
to purchase its pro rata allocation of shares of the Company’s common stock.
Based on the number of shares outstanding as of June 24, 2013, each rights
holder would be entitled to purchase 0.08146 shares of the Company's common
stock at a subscription price of $1.66 per share. The subscription ratio may
be adjusted as necessary to reflect the actual number of shares of common
stock issued and outstanding as of the record date.
Indaba has agreed to purchase from the Company, at the same subscription price
of $1.66 per share, any shares of commonstock that are not purchased by the
Company’s other stockholders in the rights offering, up to the full $12.5
million of gross proceeds. In consideration for Indaba’s backstop commitment,
the Company has agreed to issue to Indaba shares of common stock, valued at
the subscription price, in an amount equal to 3.0% of Indaba’s backstop
commitment. The shares of common stock to be sold or otherwise issued to
Indaba in connection with its backstop commitment will not be registered under
the Securities Act of 1933, as amended, and may not be offered or sold in the
United States absent registration or an applicable exemption from registration
requirements. The Company has agreed, subject to certain terms and conditions,
to file a registration statement under the Securities Act covering the resale
of the securities to be sold or otherwise issued to Indaba in connection with
its backstop commitment.
The commencement and expiration dates of the rights offering will be included
in the final prospectus.
The rights offering is subject to the effectiveness of the registration
statement under the Securities Act of 1933, as amended. The registration
statement relating to the rights offering has been filed with the Securities
and Exchange Commission but has not yet become effective. The securities
issuable in the rights offering may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes effective.
This press release 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 other jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities laws
of any such state or jurisdiction.
About Unwired Planet
Unwired Planet, Inc. (NASDAQ: UPIP) is the inventor of the Mobile Internet and
a premier intellectual property company focused exclusively on the mobile
industry. The company's patent portfolio of more than 2,400 issued US and
foreign patents include the technologies that allow mobile devices to connect
to the Internet and enable mobile communications. The portfolio spans 2G, 3G
and 4G technologies, as well as cloud-based mobile applications and services.
Unwired Planet's portfolio includes patents related to key mobile
technologies, including baseband mobile communications, mobile browsers,
mobile advertising, push technology, maps and location based services, mobile
application stores, social networking, mobile gaming and mobile search.
Unwired Planet is headquartered in Reno, Nevada.
Safe Harbor for Forward-Looking Statements
This release contains forward-looking statements made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. All
statements other than statements of historical fact contained in this release
are forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may," "will," "should,"
"expects," "plans," "anticipates," "believes," "estimates," "predicts,"
"potential" or "continue" or the negative of these terms or other comparable
terminology. These statements are only current predictions and are subject to
known and unknown risks, uncertainties and other factors that may cause the
Company's actual results, levels of activity, performance or achievements to
be materially different from those anticipated by the forward-looking
statements. These forward-looking statements are subject to a number of risks,
including, but not limited to, those risk factors discussed in filings with
the SEC, including but not limited to, the Company's current Annual Report on
Form 10-K and current Quarterly Report on Form 10-Q and any amendments
thereto. The Company undertakes no duty to update or revise any of the
forward-looking statements, whether as a result of new information, future
events or otherwise, after the date of this release.
The Blueshirt Group
Mike Bishop, 415-217-4968
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