Rambus Announces Pricing of $120 Million Convertible Senior Notes Offering
SUNNYVALE, Calif. -- August 12, 2013
Rambus Inc. (NASDAQ: RMBS) today announced the pricing of its offering of $120
million aggregate principal amount of its 1.125% Convertible Senior Notes due
2018 (the “Notes”) in a private placement to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended (the
“Act”). Rambus has granted the initial purchasers a 30-day option to purchase
up to an additional $18 million aggregate principal amount of the Notes on the
same terms and conditions to cover over-allotments, if any. The offering is
expected to close on August 16, 2013, subject to satisfaction of customary
The Notes will be unsecured, unsubordinated obligations of Rambus. Interest on
the Notes will be paid semi-annually at a rate of 1.125% per annum, and the
Notes will mature on August 15, 2018, unless earlier repurchased or converted.
Holders may require Rambus to repurchase their Notes upon the occurrence of
certain events that constitute a fundamental change under the indenture
governing the Notes at a purchase price equal to the principal amount thereof
plus accrued and unpaid interest to, but excluding, the repurchase date.
Rambus may not redeem the Notes prior to maturity.
Prior to May 15, 2018, the Notes will be convertible at the option of the
holders only during certain periods upon the occurrence of specified events,
and thereafter until the close of business on the second scheduled trading day
immediately preceding the maturity date, the Notes will be convertible at the
option of the holders at any time. The Notes will be convertible, subject to
certain conditions, into cash up to the aggregate principal amount of the
Notes to be converted, and any excess conversion value will be convertible
into cash, shares of common stock or a combination of cash and shares of
common stock, at Rambus’ election. The initial conversion rate will be 82.8329
shares of common stock per $1,000 principal amount of Notes, which is
equivalent to an initial conversion price of approximately $12.07 per share of
common stock, subject to adjustment in certain circumstances. This initial
conversion price represents a premium of approximately 37.5% relative to the
last reported sale price of Rambus’ common stock of $8.78 per share on August
Rambus intends to use the net proceeds of the offering for working capital and
other general corporate purposes, which may include financing potential
acquisitions and strategic transactions and repayment of indebtedness,
including Rambus’ 5% convertible senior notes due 2014.
This announcement is neither an offer to sell nor a solicitation of an offer
to buy any of these securities and shall not constitute an offer,
solicitation, or sale in any jurisdiction in which such offer, solicitation,
or sale is unlawful. Any offer of the securities will be made only by means of
a private offering memorandum. The Notes and the shares of common stock
issuable upon conversion of the Notes, if any, will not be registered under
the 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 Act and applicable state laws.
SchwartzMSL for Rambus Inc.
Darah Roslyn, 415-817-2519
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