NUANCE COMMUNICATIONS, INC. (NASDAQ:NUAN) Files An 8-K Entry into a Material Definitive Agreement
Item1.01. Entry into a Material Definitive Agreement.
On December8, 2016, Nuance Communications,Inc., a Delaware
corporation (the Company), entered into a purchase agreement (the
Purchase Agreement), dated December8, 2016, among the Company,
the guarantors party thereto and Barclays Capital Inc. (the
Initial Purchaser), to issue and sell $500million aggregate
principal amount of its 5.625% Senior Notes due 2026 (the Notes).
The Notes are being sold in a private offering exempt from the
registration requirements of the Securities Act of 1933, as
amended (the Securities Act), to qualified institutional buyers
in accordance with Rule 144A and to persons outside of the United
States to Regulation S under the Securities Act.
The Company intends to use the net proceeds, together with cash
on hand, to redeem approximately $600million in aggregate
principal amount of its 5.375% Senior Notes due 2020.
The Purchase Agreement contains customary representations,
warranties and covenants by the Company together with customary
closing conditions. Under the terms of the Purchase Agreement,
the Company has agreed to indemnify the Initial Purchaser against
certain liabilities. The Purchase Agreement is filed as
Exhibit10.1 to this Current Report on Form8-K and is incorporated
by reference herein. The summary of the foregoing transactions is
qualified in its entirety by reference to the text of the
Purchase Agreement.
Item8.01.Other Events.
On December8, 2016, the Company issued a press release announcing
the launch of its offering of the Notes. A copy of this press
release is filed as Exhibit99.1 to this report and is
incorporated herein by reference.
On December8, 2016, the Company issued a press release announcing
the pricing of its offering of the Notes. A copy of this press
release is filed as Exhibit99.2 to this report and is
incorporated herein by reference.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
ExhibitNo. |
Description |
|
| 10.1 |
Purchase Agreement, dated as of December8, 2016, by and among Nuance Communications,Inc., the subsidiary guarantors party thereto and Barclays Capital Inc. |
|
| 99.1 |
Press Release, dated December8, 2016, announcing launch of the Notes. |
|
| 99.2 |
Press Release, dated December8, 2016, announcing pricing of the Notes. |
About NUANCE COMMUNICATIONS, INC. (NASDAQ:NUAN)
Nuance Communications, Inc. is a provider of voice recognition and natural language understanding solutions. The Company’s segments include Healthcare, Mobile, Enterprise and Imaging. The Healthcare segment provides clinical speech and clinical language understanding solutions. The solutions for the Healthcare segment include transcription solutions, Dragon Medical, and clinical document improvement (CDI) and coding solutions. Its Mobile segment provides a portfolio of specialized virtual assistants and connected services. The Enterprise segment provides automated customer solutions and services. The solutions for the Enterprise segment include On-Premise solutions and services, and On-Demand multichannel cloud. The Imaging segment provides software solutions that help professionals and organizations to gain control of their document and information processes. Imaging segment include multi-function printer (MFP) scan automation solutions and MFP Print automation solutions. NUANCE COMMUNICATIONS, INC. (NASDAQ:NUAN) Recent Trading Information
NUANCE COMMUNICATIONS, INC. (NASDAQ:NUAN) closed its last trading session down -0.12 at 15.47 with 3,087,018 shares trading hands.
