Avaya Announces Convertible Notes Offering
Avaya Holdings Corp. (NYSE: AVYA) (the “Company” or “Avaya”) today announced it is offering $300 million in aggregate principal
amount of Convertible Senior Notes due 2023 (the “convertible notes”) in a private offering to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The convertible notes will be
convertible into cash, shares of Avaya common stock or a combination thereof, at the Company’s election. The Company expects to
grant an option to the initial purchasers to purchase up to an additional $50 million in aggregate principal amount of convertible
notes. The convertible notes will bear cash interest, payable semi-annually on June 15 and December 15, beginning on December 15,
2018.
The Company intends to use a portion of the proceeds from this offering to pay the cost of the convertible note hedge
transactions described below (after such cost is partially offset by the proceeds received by the Company from the warrant
transactions described below) and for general corporate purposes. The offering of the convertible notes is subject to market
conditions.
In connection with the pricing of the convertible notes, the Company expects to enter into convertible note hedge transactions
with certain of the initial purchasers (or their affiliates) (the “Call Spread Counterparties”), in order to offset any amount the
Company is required to pay or deliver in excess of the principal amount upon conversion of the convertible notes. The Company also
expects to enter into separate warrant transactions with the Call Spread Counterparties, which would have a dilutive effect with
respect to the Company’s common stock to the extent that the market price of the Company’s common stock, as measured under the
terms of the warrant transactions, exceeds the applicable strike price of the warrants on their exercise dates.
If the initial purchasers exercise their option to purchase additional convertible notes, the Company expects to enter into
additional convertible note hedge transactions and additional warrant transactions with the Call Spread Counterparties on terms
similar to those described above.
The Company has been advised by the Call Spread Counterparties that, in connection with establishing their initial hedge
positions with respect to the convertible note hedge transactions and the warrant transactions, the Call Spread Counterparties
and/or their respective affiliates expect to enter into various derivative transactions with respect to the Company’s common stock
concurrently with or shortly after the pricing of the convertible notes. This activity could increase (or reduce the size of any
decrease in) the market price of the Company’s common stock or the convertible notes at that time.
In addition, the Company has been advised that the Call Spread Counterparties and/or their respective affiliates may modify
their hedge positions by entering into or unwinding various derivatives with respect to the Company’s common stock and/or
purchasing or selling shares of the Company’s common stock or other securities of the Company in secondary market transactions
following the pricing of the convertible notes and prior to the maturity of the convertible notes, which could adversely affect the
market price of the Company’s common stock and, as a result, the market price of the convertible notes, or could have the effect of
increasing or preventing a decline in the market price of the Company’s common stock.
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 jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction. The convertible notes will be offered to qualified
institutional buyers pursuant to Rule 144A under the Securities Act. The convertible notes and the shares of common stock issuable
upon conversion of the convertible notes, if any, will not be registered under the Securities 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 Securities Act and applicable state laws.
About Avaya
Avaya is a global leader in digital communications software, services and devices for businesses of all sizes. Our
open, intelligent and customizable solutions for contact centers and unified communications offer the flexibility of Cloud,
on-premises and hybrid deployments. Avaya shapes intelligent connections and creates seamless communication experiences for our
customers, and their customers. Our professional planning, support and management services teams help optimize solutions, for
highly reliable and efficient deployments. Avaya Holdings Corp. is traded on the NYSE under the ticker AVYA. For more information,
please visit www.avaya.com.
Cautionary Note Regarding Forward-Looking Statements
Certain of the statements contained in this release are “forward-looking statements.” All statements other than statements of
historical fact are “forward-looking statements” for purposes of the U.S. federal and state securities laws. These statements may
be identified by the use of forward looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “plan, “project,” “target,” “can,” “could,” “may,” “should,” “will,” “would” or similar words. These forward-looking
statements, which are based on the Company’s current plans, expectations and projections about future events, should not be unduly
relied upon. These statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual
results, performance and achievements to materially differ from any future results, performance and achievements expressed or
implied by such forward-looking statements. These factors are discussed in the Company’s Registration Statement on Form 10 and
Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”). For a further list and description of
such risks and uncertainties, please refer to the Company’s filings with the SEC that are available at www.sec.gov . The Company cautions you that the list of important factors included in the Company’s SEC
filings may not contain all of the material factors that are important to you. In addition, in light of these risks and
uncertainties, the matters referred to in the forward-looking statements contained in this report may not in fact occur. The
Company undertakes no obligation to publicly update or revise any forward-looking statement as a result of new information, future
events, changed circumstances or otherwise, except as otherwise required by law.
Source: Avaya Newsroom
Avaya Holdings Corp.
Media Inquiries:
Debbie Lewandowski, 630-245-2720
deblewan@avaya.com
or
Investor Inquiries:
Peter Schuman, 669-242-8098
pschuman@avaya.com
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