INSEEGO CORP. (NASDAQ:INSG) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
On January9, 2017, Inseego Corp.
(Inseego or the
Company) completed its previously
announced exchange offer and consent solicitation (the
Exchange Offer and Consent
Solicitation) with respect to the 5.50% Convertible
Senior Notes due 2020 (the Novatel Wireless
Notes) previously issued by its wholly owned
subsidiary, Novatel Wireless, Inc. (Novatel
Wireless).
Novatel Wireless Notes
to the Exchange Offer and Consent Solicitation, $119,750,000
aggregate principal amount of the outstanding Novatel Wireless
Notes were validly tendered and accepted and subsequently
cancelled (the Exchanged Novatel Wireless
Notes). Following such cancellation, $250,000
aggregate principal amount of the Novatel Wireless Notes remain
outstanding.
In connection with the Exchange Offer and Consent Solicitation,
the Company, on behalf of Novatel Wireless, solicited consents
from holders of the Novatel Wireless Notes to amend the indenture
governing the Novatel Wireless Notes (the Novatel
Wireless Indenture) and the Novatel Wireless Notes
to, among other things, eliminate certain events of default and
substantially all of the restrictive covenants in the Novatel
Wireless Indenture and the Novatel Wireless Notes, including the
merger covenant, which sets forth certain requirements that must
be met for Novatel Wireless to consolidate, merge or sell all or
substantially all of its assets, and the reporting covenant,
which requires Novatel Wireless to provide certain periodic
reports to noteholders (the Proposed
Amendments). The Proposed Amendments also provide
that the form of settlement of any conversions of the Novatel
Wireless Notes will be elected by Inseego. Inseego received the
requisite number of consents to adopt the Proposed Amendments and
subsequently entered into that certain second supplemental
indenture, dated as of January6, 2017 (the Second
Supplemental Indenture), by and among the Company,
Novatel Wireless, and Wilmington Trust, National Association, as
trustee (the Trustee), which amends the
Novatel Wireless Notes that remain outstanding after the
settlement of the Exchange Offer and Consent Solicitation.
Inseego Notes
In connection with the settlement of the Exchange Offer and
Consent Solicitation, on January9, 2017, the Company issued
$119,750,000 aggregate principal amount of 5.50% Convertible
Senior Notes due 2022 (the Inseego
Notes) in exchange for the Exchanged Novatel
Wireless Notes. The Inseego Notes have been registered under the
Securities Act of 1933, as amended, to a Registration Statement
on Form S-4 (No. 333-214966) which was filed with the SEC on
December7, 2016 and declared effective by the SEC on January4,
2017.
The Inseego Notes are governed by the terms of an indenture,
dated as of January9, 2017, by and between the Company and the
Trustee (the Inseego Indenture). The
Inseego Notes are the general unsecured obligations of the
Company and bear interest at a rate of 5.50%per annum, from, and
including, December15, 2016 (the most recent date on which
interest was paid on the Novatel Wireless Notes). Interest on the
Inseego Notes is payable semiannually in arrears on June15 and
December15 of each year, beginning on June15, 2017. The Inseego
Notes will mature on June15, 2022, unless earlier converted,
redeemed or repurchased. The Inseego Notes will be convertible
into shares of the Companys common stock, par value $0.001 per
share (Common Stock) (together with
cash in lieu of any fractional share), cash or a combination of
cash and shares of Common Stock, at the Companys election, based
on an initial conversion rate of 212.7660 shares of Common Stock
per $1,000 principal amount of the Inseego Notes, which
corresponds to an initial conversion price of $4.70 per share of
Common Stock. The conversion rate is subject to adjustment from
time to time upon the occurrence of certain events, including,
but not limited to, the issuance of certain stock dividends on
the Common Stock, the issuance of certain rights or warrants,
subdivisions, combinations, distributions of capital stock,
indebtedness or assets, the payment of cash dividends and certain
Company tender or exchange offers.
Holders may convert all or a portion of their Inseego Notes at
their option at any time prior to the close of business on the
business day immediately preceding December15, 2021, but only
under the following circumstances: (i)if the last reported sale
price per share of the Common Stock for at least 20 trading days
(whether or not consecutive) during the 30 consecutive trading
days ending on, and including, the last trading day of the
immediately preceding calendar quarter equals or exceeds 130% of
the conversion price on such trading day; (ii)during the five
consecutive business-day period immediately after any five
consecutive trading day period (the five consecutive trading pay
period being referred to as the measurement
period) in which the trading price (as defined in
the Inseego Indenture) per $1,000 principal amount of the Inseego
Notes for each trading day of the measurement period was less
than 98% of the product of the last reported sale price per share
of the Common Stock and the conversion rate on such day;
(iii)upon the occurrence of certain corporate events specified in
the Inseego Indenture; or (iv)if the Company has called the
Inseego Notes for redemption. On or after December15, 2021,
holders may convert any of their Inseego Notes at any time prior
to the close of business on the business day immediately
preceding the maturity date.
The Company may redeem all or a portion of the Inseego Notes at
its option on or after June15, 2018, and prior to the maturity
date, if the last reported sale price per share of the Common
Stock equals or exceeds 140% of the conversion price for each of
at least 20 trading days (whether or not consecutive) during the
30 consecutive trading days ending on, and including, the trading
day
immediately prior to the date on which the Company provides
written notice of redemption, at a redemption price equal to 50%
of the principal amount of the Inseego Notes to be redeemed, plus
any accrued and unpaid interest on such Notes, subject to the
right of holders as of the close of business on an interest
record date to receive the related interest.
In addition, if certain events that constitute a
make-whole fundamental change (as
defined in the Inseego Indenture), including the Company calling
the Inseego Notes for redemption, occur and a holder elects to
convert its Inseego Notes in connection with such make-whole
fundamental change, then the conversion rate applicable to such
conversion will be increased by a number of additional shares per
$1,000 principal amount of Inseego Notes set forth in the
following table, based on the applicable stock price and
effective date set forth below:
Stock Price |
||||||||||||||||||||||||||||||||||||||||
|
|
$2.58 |
$3.25 |
$3.75 |
$4.70 |
$5.50 |
$6.58 |
$8.00 |
$11.00 |
$15.00 |
$20.00 |
||||||||||||||||||||||||||||||
|
|
174.8308 | 119.0494 | 95.1807 | 66.8723 | 52.4158 | 40.1823 | 30.3215 | 19.4340 | 12.8807 | 8.5490 | ||||||||||||||||||||||||||||||
|
|
174.8308 | 117.7571 | 93.3673 | 64.7021 | 50.2522 | 38.1762 | 28.6090 | 18.2158 | 12.0740 | 8.0040 | ||||||||||||||||||||||||||||||
|
|
174.8308 | 114.5263 | 88.8340 | 59.3829 | 45.0522 | 33.4802 | 24.6340 | 15.4522 | 10.2407 | 6.7940 | ||||||||||||||||||||||||||||||
|
|
174.8308 | 109.7571 | 82.3807 | 52.2766 | 38.3431 | 27.6139 | 19.8340 | 12.2067 | 8.1273 | 5.3990 | ||||||||||||||||||||||||||||||
|
|
174.8308 | 99.0494 | 72.4073 | 43.1489 | 29.9795 | 20.4103 | 14.0465 | 8.4613 | 5.7340 | 3.8140 | ||||||||||||||||||||||||||||||
|
|
174.8308 | 94.9263 | 63.0473 | 31.2127 | 18.6340 | 11.0182 | 7.0715 | 4.3340 | 3.1073 | 2.0240 | ||||||||||||||||||||||||||||||
|
|
174.8308 | 94.9263 | 53.9007 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 | 0.0000 |
The exact stock price and effective date may not be set forth in
the table above, in which case:
|
If the stock price is between two stock prices in the table or the effective date is between two effective dates in the table, the number of additional shares will be determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower stock prices and the earlier and the later effective dates, as applicable, based on a365- or366-day year, as applicable. |
|
If the stock price is greater than $20.00 (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above), no additional shares will be added to the conversion rate. |
|
If the stock price is less than $2.58 (subject to adjustment in the same manner as the stock prices set forth in the column headings of the table above), no additional shares will be added to the conversion rate. |
Notwithstanding the foregoing, in no event will the conversion
rate be increased as a result of the make-whole fundamental
change provisions to exceed 387.5968 shares of common stock per
$1,000 principal amount of Inseego Notes (subject to adjustment
from time to time upon the occurrence of certain events).
If the Company undergoes a fundamental
change (as defined in the Inseego Indenture),
subject to certain conditions, holders may require the Company to
repurchase for cash all or part of their Inseego Notes in
principal amounts of $1,000, or an integral multiple of $1,000 in
excess thereof. The fundamental change repurchase price will be
equal to 50% of the principal amount of the Inseego Notes to be
repurchased, plus accrued and unpaid interest to, but excluding,
the fundamental change repurchase date, subject to the right of
holders as of the close of business on an interest record date to
receive the related interest. In addition, every fundamental
change is a make-whole fundamental change. If a holder elects to
convert its Inseego Notes in connection with such make-whole
fundamental change, the conversion rate applicable to such
conversion may be adjusted as described above.
On June15, 2020, holders may require the Company to repurchase
all or a portion of their Inseego Notes at a repurchase price in
cash equal to 50% of the principal amount of the Inseego Notes to
be repurchased, plus accrued and unpaid interest to, but
excluding, the optional repurchase date, subject to the right of
holders of Inseego Notes on a record date to receive interest
through the corresponding interest payment date.
The Inseego Indenture also provides for customary events of
default. If an event of default (other than certain events of
bankruptcy, insolvency or reorganization involving the Company)
occurs and is continuing, the Trustee, by notice to the Company,
or the holders of at least 25% in principal amount of the
outstanding Inseego Notes, by notice to the Company and the
Trustee, may declare the principal and accrued and unpaid
interest on the outstanding Inseego Notes to be immediately due
and payable. Upon the occurrence of certain events of bankruptcy,
insolvency or reorganization involving the Company, 50% of the
principal and accrued and unpaid interest of the Inseego Notes
will automatically become immediately due and payable.
The foregoing descriptions of the Second Supplemental Indenture
and the Inseego Indenture do not purport to be complete and are
qualified in their entirety by reference to the complete terms of
such documents, copies of which are filed with this Current
Report on Form 8-K as Exhibit 4.1 and Exhibit 4.2, respectively,
and are incorporated herein by reference.
Item2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item1.01 above is incorporated by
reference into this Item2.03.
Item9.01. |
Financial Statements and Exhibits. |
4.1 |
Second Supplemental Indenture, dated January6, 2017, between Inseego Corp., Novatel Wireless, Inc. and Wilmington Trust, National Association, as trustee. |
4.2 |
Indenture, dated January 9, 2017, between Inseego Corp. and Wilmington Trust, National Association, as trustee. |
4.3 |
Form of Inseego Corp.s 5.50% Convertible Senior Note due 2022 (included in Exhibit 4.2). |
About INSEEGO CORP. (NASDAQ:INSG)
Inseego Corp, formerly Novatel Wireless, Inc., is a provider of software-as-a-service (SaaS) and solutions for the Internet of Things (IoT). The Company offers a range of products, including mobile hotspots, universal serial bus (USB) modems, embedded modules, integrated asset-management and mobile tracking machine-to-machine (M2M) devices, communications and applications software and cloud services. The Company sells its telematics solutions under the Ctrack brand, including its fleet management, asset tracking and monitoring, stolen vehicle recovery, and usage-based insurance platforms. It operates in the wireless communications industry in two product categories: M2M Products and Solutions, and Mobile Computing Solutions. It sells business connectivity solutions and device management services through its subsidiaries. Its products operate on cellular wireless technology platform. It serves over 590,000 global subscribers, including 182,000 fleet management subscribers. INSEEGO CORP. (NASDAQ:INSG) Recent Trading Information
INSEEGO CORP. (NASDAQ:INSG) closed its last trading session up +0.19 at 2.77 with 197,800 shares trading hands.