Vocera to Offer $125.0 Million of Convertible Senior Notes Due 2023
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
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