Interest is payable in kind; conversion price reflects 11.45% premium
By Susanna Moon
Chicago, April 15 – Sequans Communications SA said it closed the sale of a $12 million principal amount 7% three-year convertible note to an institutional investor in a private placement, according to a 6-K filing with the Securities and Exchange Commission.
Interest will be payable in kind annually on the anniversary of the notes issue.
The note will be convertible into the company’s American Depositary Shares at a conversion rate of 540.5405 shares for each $1,000 principal amount of the note, which is an initial conversion price of $1.85 per share.
The conversion price is an 11.45% premium to the company’s closing price on Monday.
Proceeds will be used for general corporate purposes.
If, during the 12 months following issue, the company issues any ADSs, ordinary shares or other securities at an effective or maximum sales price below the effective conversion price of the note, then the conversion rate will be adjusted so that the conversion price will equal the other sale price. If, however, the other sale price is more than 30% below the effective conversion price of the note, then the conversion rate will be adjusted so that the conversion price will thereafter equal 70% of the other sale price.
If there is a recapitalization, reorganization, reclassification, consolidation, merger, sale of all or substantially all of the company’s assets or other transaction, which in each case results in the company’s shareholders receiving stock, securities or assets with respect to or in exchange for their ADSs or ordinary shares, the holder will elect either to require the company to repurchase for cash the entire accreted principal amount of the note or to convert the note in its entirety.
B. Riley & Co. was the adviser.
Sequans is a fabless designer, developer and supplier of fourth Generation (4G) Long Term evolution (LTE) and WiMAX (Worldwide Interoperability for Microwave Access) semiconductors and is based in Puteaux, France.
| Issuer: | Sequans Communications SA
|
| Issue: | Convertible note
|
| Amount: | $12 million
|
| Maturity: | April 2018
|
| Coupon: | 7%, payable in kind
|
| Conversion price: | $1.85 per share
|
| Conversion rate: | 540.5405 shares per $1,000 par amount
|
| Warrants: | No
|
| Investor: | Nokomis Capital Master Fund, LP
|
| Pricing date: | April 14
|
| Settlement date: | April 15
|
| Stock symbol: | NYSE: SQNS
|
| Stock price: | $1.66 at close April 13
|
| Market capitalization: | $56.34 million
|
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