BROOKFIELD, Conn.--(BUSINESS WIRE)--
Photronics,
Inc. (NASDAQ:PLAB), a worldwide leader in supplying innovative
imaging technology solutions for the global electronics industry, today
announced the closing of its previously announced convertible senior
notes offering.
Photronics completed the sale of $115 million principal amount of its
3.25% convertible senior notes due 2016 to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933. This
amount includes $15 million principal amount of notes issued to the
initial purchasers to cover over allotments. The convertible senior
notes will pay interest semi-annually at a rate of 3.25% per annum and
will mature on April 1, 2016, unless earlier purchased or converted. The
convertible senior notes are convertible into shares of Photronics
common stock at an initial conversion rate of 96.3879 shares of common
stock per $1,000 principal amount of convertible senior notes,
equivalent to an initial conversion price of approximately $10.37 per
share of common stock, subject to adjustment in certain circumstances.
Photronics received total net proceeds from the offering of
approximately $110.5 million after deducting fees and offering expenses,
and intends to acquire up to $30 million aggregate principal amount of
its outstanding 5.50% convertible senior notes due 2014 in individually
negotiated transactions, by delivering cash and/or shares of its common
stock as consideration. In addition, the Company intends to repay up to
$23 million of other outstanding higher interest bearing debt, acquire
from time to time additional 2014 notes in the open market and for
general corporate purposes, which may include, among other things,
working capital and capital expenditures.
The notes and the shares into which the notes will be convertible have
not been registered under the Securities Act of 1933, as amended, or
applicable state securities laws, and will be offered only to qualified
institutional buyers in reliance on Rule 144A under the Securities Act.
Unless so registered, the notes 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 securities laws.
In connection with the offering, Photronics amended its senior revolving
credit facility. The amendment, among other things, includes the
following changes: (i) reduced the aggregate commitments of the lenders
under the facility from $65 million to $30 million; (ii) reduced the
applicable interest rates; (iii) extended the maturity to April 30,
2015, and (iv) relaxed various restrictive covenants.
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 the
notes or the common stock into which the notes will be convertible in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities
laws of any such jurisdiction.
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements made by or on behalf of Photronics,
Inc. and its subsidiaries (the Company). The forward-looking
statements contained in this press release and other parts of
Photronics' web site involve risks and uncertainties that may affect the
Company's operations, markets, products, services, prices, and other
factors.
07-2011
Photronics, Inc.
Sean T. Smith, 203-775-9000
Senior Vice
President
Chief Financial Officer
ssmith@photronics.com
Source: Photronics, Inc.
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