Monday, May 14, 2018
SAN JOSE, Calif.
SAN JOSE, Calif.--(BUSINESS WIRE)--
Vocera Communications, Inc. (NYSE: VCRA) today announced that it
proposes to offer $125.0 million aggregate principal amount of
convertible senior notes due 2023 (the “notes”), subject to market
conditions and other factors. The notes are to be offered and sold to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Act”). Vocera also intends to
grant to the initial purchasers of the notes an option to purchase up to
an additional $18.75 million aggregate principal amount of notes.
The notes will be senior, unsecured obligations of Vocera, and interest
will be payable semi-annually.
The notes will mature on May 15, 2023, unless repurchased or converted
in accordance with their terms prior to such date. Prior to February 15,
2023, the notes will be convertible at the option of holders only under
certain circumstances, and thereafter, at any time prior to the close of
business on the second scheduled trading day immediately preceding the
maturity date. Upon conversion, the notes may be settled in shares of
Vocera common stock, cash or a combination of cash and shares of Vocera
common stock, at the election of Vocera.
Vocera may not redeem the notes prior to the maturity date.
Holders of the notes will have the right to require Vocera to repurchase
for cash all or a portion of their notes at 100% of their principal
amount, plus any accrued and unpaid interest, upon the occurrence of a
fundamental change (as defined in the indenture relating to the notes).
Vocera will also be required to increase the conversion rate for holders
who convert their notes in connection with certain corporate events
occurring prior to the maturity date.
Morgan Stanley & Co. LLC and Piper Jaffray are acting as initial
purchasers of the notes.
The interest rate, conversion rate, offering price and other terms are
to be determined by negotiations between Vocera and the initial
purchasers.
Vocera expects to use a portion of the net proceeds from the offering of
the notes to pay the cost of the capped call transactions described
below to manage potential dilution. Vocera intends to use the remainder
of the net proceeds for general corporate purposes, which may include
funding research and development, increasing its working capital,
acquisitions or investments in complementary businesses, products or
technologies and capital expenditures.
In connection with the offering of the notes, Vocera expects to enter
into privately negotiated capped call transactions with certain of the
initial purchasers of the notes or their respective affiliates and/or
other financial institutions (the “capped call counterparties”). The
capped call transactions will initially cover, subject to customary
adjustments, the number of shares of Vocera common stock that will
initially underlie the notes, assuming the initial purchasers do not
exercise their option to purchase additional notes. The capped call
transactions are expected generally to reduce the potential dilution to
holders of Vocera’s common stock upon conversion of the notes, with such
offset subject to a cap. If the initial purchasers of the notes exercise
their option to purchase additional notes, Vocera may enter into
additional capped call transactions with capped call counterparties that
would initially cover, subject to customary adjustments, the number of
shares of Vocera common stock that will initially underlie the notes
purchased by the initial purchasers pursuant to their option to purchase
additional notes.
In connection with establishing their initial hedge of the capped call
transactions, the capped call counterparties have advised Vocera that
they and/or their respective affiliates expect to purchase Vocera common
stock and/or enter into various derivative transactions with respect to
Vocera common stock concurrently with, or shortly after, the pricing of
the notes. This activity could increase (or reduce the size of any
decrease in) the market price of Vocera common stock or the notes at
that time.
In addition, the capped call counterparties and/or their respective
affiliates may modify their hedge positions by entering into or
unwinding various derivatives with respect to Vocera common stock and/or
purchasing or selling Vocera common stock in secondary market
transactions following the pricing of the notes and prior to the
maturity of the notes (and are likely to do so on each exercise date of
the capped call transaction). This activity could also cause or avoid an
increase or decrease in the market price of Vocera common stock or the
notes, which could affect noteholders’ ability to convert the notes and,
to the extent the activity occurs during any observation period related
to a conversion of notes, it could affect the amount and value of the
consideration that noteholders will receive upon conversion of such
notes.
This announcement is neither an offer to sell nor a solicitation of an
offer to buy any of these securities (including the shares of Vocera
common stock, if any, into which the notes are convertible) and shall
not constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale is unlawful. Any offers of the
notes will be made only by means of a private offering memorandum.
The notes and any shares of Vocera common stock issuable upon conversion
of the notes have not been registered under the Act, or any state
securities laws and may not be offered or sold in the United States
absent registration or an applicable exemption from such registration
requirements.
Use of forward looking statements
This press release contains “forward-looking statements” including,
among other things, statements relating to the timing of the proposed
offering, the potential effects of capped call transactions and expected
use of proceeds from the offering. These forward-looking statements are
made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These statements involve risks and
uncertainties that could cause actual results to differ materially,
including, but not limited to, whether or not Vocera will offer the
notes or consummate the offering, the final terms of the offering,
prevailing market conditions, the anticipated principal amount of the
notes, which could differ based upon market conditions, the anticipated
use of the proceeds of the offering, which could change as a result of
market conditions or for other reasons, the impact of general economic,
industry or political conditions in the United States or
internationally, and whether the capped call transactions will become
effective. We undertake no obligation, and do not intend, to update
these forward-looking statements after the date of this release.
Investor contact:
Sue Dooley
investorrelations@vocera.com
or
Media contact:
Shanna Hearon
shearon@vocera.com
