NUANCE COMMUNICATIONS, INC. (NASDAQ:NUAN) Files An 8-K Entry into a Material Definitive Agreement
ITEM1.01
| Entry into a Material Definitive Agreement |
On December22, 2016, Nuance Communications, Inc. (the Company)
issued $500 million aggregate principal amount of its 5.625%
Senior Notes due 2026 (the Notes) in the United States to
qualified institutional buyers to Rule 144A under the Securities
Act of 1933, as amended (the Securities Act), and outside the
United States to non-U.S. persons to Regulation S under the
Securities Act. The Notes are governed by an Indenture (the
Indenture), dated as of December22, 2016, among the Company, the
guarantors party thereto and U.S. Bank National Association, as
trustee (the Trustee).
Certain terms and conditions of the Notes and the Indenture are
as follows:
Maturity.The Notes mature on December15, 2026.
Interest.The Notes accrue interest of 5.625%per year.
Interest on the Notes is paid semi-annually on each June15 and
December15, beginning on June15, 2017, to holders of record on
the immediately preceding June1 and December1.
Ranking.The Notes are the unsecured senior obligations
of the Company and are guaranteed (the Guarantees) on an
unsecured senior basis by the Companys domestic subsidiaries that
guarantee its senior credit facility (the Subsidiary Guarantors).
The Notes and Guarantees rank equally in right of payment with
all of the Companys and the Subsidiary Guarantors existing and
future unsecured senior debt, including the obligations of the
Company and such Subsidiary Guarantor under the Companys senior
credit facility, and rank senior in right of payment to all of
the Companys and the Subsidiary Guarantors future unsecured
subordinated debt. The Notes and Guarantees effectively rank
junior to all secured debt of the Company and the Subsidiary
Guarantors to the extent of the value of the collateral securing
such debt and to all liabilities, including trade payables, of
the Companys subsidiaries that have not guaranteed the Notes.
Optional Redemption.At any time before December15, 2021,
the Company may redeem all or a portion of the Notes at a
redemption price equal to 50% of the aggregate principal amount
of the Notes to be redeemed, plus a make-whole premium and
accrued and unpaid interest to, but excluding, the redemption
date. At any time on or after December15, 2021, the Company may
redeem all or a portion of the Notes at certain redemption prices
expressed as percentages of the principal amount, plus accrued
and unpaid interest to, but excluding, the redemption date. At
any time and from time to time before December15, 2019, the
Company may redeem up to 35% of the aggregate outstanding
principal amount of the Notes with the net cash proceeds received
by the Company from certain equity offerings at a price equal to
105.625%, plus accrued and unpaid interest to, but excluding, the
redemption date, provided that the redemption occurs no later
than the 120th day after the closing of the related equity
offering, and at least 50% of the original aggregate principal
amount of the Notes remains outstanding immediately thereafter.
Mandatory Repurchase.Upon the occurrence of certain
asset sales or a change in control, the Company must offer to
repurchase the Notes at a price equal to 50%, in the case of an
asset sale, or 101%, in the case of a change of control, of the
principal amount plus accrued and unpaid interest to, but
excluding, the repurchase date.
Covenants.The Indenture contains covenants limiting,
among other things, the Companys ability and the ability of the
Companys restricted subsidiaries to:
| sell assets; |
| pay dividends on the Companys capital stock; |
|
incur additional debt or issue subsidiary preferred stock or stock with a mandatory redemption feature before the maturity of the Notes; |
| create liens or engage in sale and leaseback transactions; |
|
consolidate or merge with, or sell substantially all of the Companys assets to, another person; |
|
engage in transactions with affiliates, except on an arms-length basis; |
|
redeem or repurchase capital stock or prepay or repurchase subordinated debt; |
| make certain investments and restricted payments; or |
| guarantee the payment of any indebtedness of the Company. |
These covenants are subject to a number of important exceptions
and qualifications.
Events of Default.The following constitute events of
default under the Indenture that could, subject to certain
conditions, cause the Notes to become immediately due and
payable:
|
a default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes; |
|
default for 30 days or more in the payment when due of interest on or with respect to the Notes; |
|
the failure by the Company or any Subsidiary Guarantor for 60 days after receipt of written notice given by the Trustee or the holders of not less than 25% in principal amount of the outstanding Notes to comply with any of its obligations, covenants or agreements (other than a default referred to above) contained in the Indenture or the Notes; |
|
default under any indebtedness for money borrowed by the Company or any of its restricted subsidiaries or the payment of which is guaranteed by the Company or any of its restricted subsidiaries, other than indebtedness owed to the Company or a restricted subsidiary, if both: (a)such default either results from the failure to pay any principal of such indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such indebtedness at its stated final maturity and results in the holder or holders of such indebtedness causing such indebtedness to become due prior to its stated maturity; and (b)the principal amount of such indebtedness, together with the principal amount of any other such indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate more than $50.0 million at any one time outstanding; |
|
failure by the Company or any significant subsidiary (or group of subsidiaries that would constitute a significant subsidiary) to pay final judgments aggregating in excess of $50.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed; |
|
certain events of bankruptcy or insolvency with respect to the Company or any significant subsidiary (or group of subsidiaries that would constitute a significant subsidiary); or |
|
the Guarantee of any significant subsidiary (or group of subsidiaries that would constitute a significant subsidiary) shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a significant subsidiary (or group of subsidiaries that would constitute a significant subsidiary) denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of the Indenture or the release of any such Guarantee in accordance with the Indenture. |
A copy of the Indenture, which includes the form of the Notes, is
attached hereto as Exhibit 4.1 and is incorporated by reference
herein. The foregoing descriptions of the Indenture and the Notes
do not purport to be complete and are qualified in their entirety
by reference to the Indenture and the Notes.
| 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
herein by reference.
| ITEM9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
|
ExhibitNo. |
Description |
|
| 4.1 |
Indenture, dated as of December22, 2016, among Nuance Communications, Inc., the guarantors party thereto and U.S. Bank National Association, including form of Note. |
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 -0.04 at 14.90 with 1,502,169 shares trading hands.
