BROOKFIELD, Conn.--(BUSINESS WIRE)--
Photronics,
Inc. (NASDAQ:PLAB), a worldwide leader in supplying innovative
imaging technology solutions for the global electronics industry, today
announced that it priced its placement of $100,000,000 aggregate
principal amount of 3.25% convertible senior notes due 2016. Photronics
has also granted the initial purchasers an option to purchase up to an
additional $15,000,000 aggregate principal amount of convertible senior
notes 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 repurchased 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 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. The Company intends to repay up to
$23 million of other outstanding higher interest bearing debt. The
Company intends to use the remaining net proceeds to 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.
In connection with the offering, Photronics has entered an agreement to
amend its senior revolving credit facility. The amendment will, among
other things: (i) reduce the aggregate commitments of the lenders under
the facility from $65 million to $30 million; (ii) reduce the applicable
interest rates and modify the leverage ratios relating thereto; (iii)
extend the maturity to April 30, 2015, (iv) increase the "accordion"
feature from $15 million to $20 million; (v) increase permitted purchase
money indebtedness from $30 million to $75 million; (vi) permit the
issuance of notes in this offering; (vii) increase the investments
"basket" from $15 million to $25 million; (viii) increase the permitted
amount of restricted payments from $5 million to $10 million; (ix)
permit the repurchase and/or exchange of shares for the 2014 notes; (x)
permit the early repayment of certain indebtedness; and (xi) remove the
limitation on maximum last twelve months capital expenditures. The
amendment will become effective upon closing of this offering.
The offering is expected to close on March 28, 2011, subject to
customary closing conditions.
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.
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 involve risks and
uncertainties that may affect the Company's operations and financial
condition. These risks and uncertainties relate principally to whether
the offering will be consummated as planned.
Photronics, Inc.
Sean T. Smith, 203-775-9000
Senior Vice
President
Chief Financial Officer
ssmith@photronics.com
Source: Photronics, Inc.
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