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Subsequent Events Subsequent Events
3 Months Ended
Mar. 31, 2014
Subsequent Events [Abstract]  
Subsequent Events
SUBSEQUENT EVENTS
Convertible Senior Subordinated Notes
On April 1, 2014, the Company issued $149.5 million aggregate principal amount of 5.00% Convertible Senior Subordinated Notes due 2019 (the “2019 Notes”), which amount includes the exercise in full of the over-allotment option granted to the underwriters, in a public offering (the "Note Offering") pursuant to an effective shelf registration statement. The 2019 Notes bear interest at a fixed rate of 5.00% per year, payable semiannually in arrears on April 1 and October 1 of each year, beginning on October 1, 2014. The 2019 Notes are convertible into the Company's common stock and may be settled early as described below. The 2019 Notes will mature on October 1, 2019, unless earlier repurchased or converted. The Company may not redeem the 2019 Notes prior to maturity.
The net proceeds from the Note Offering were approximately $143.5 million, after deducting underwriter discounts and commissions and estimated offering expenses payable by the Company.
Holders may convert their 2019 Notes into shares of Common Stock at their option on any day to and including the scheduled trading day prior to the maturity date. The 2019 Notes will initially be convertible at a conversion rate of 75.7576 shares of Common Stock per $1,000 principal amount of 2019 Notes (equivalent to an initial conversion price of $13.20 per share of Common Stock), subject to adjustment upon the occurrence of certain events. With respect to any conversion prior to January 1, 2018 (other than conversions in connection with certain fundamental changes where the Company may be required to increase the conversion rate as described below), in addition to the shares deliverable upon conversion, holders are entitled to receive an early conversion payment equal to $83.33 per $1,000 principal amount of 2019 Notes surrendered for conversion that may be settled, at the Company’s election, in cash or shares of Common Stock.
The Company issued the 2019 Notes pursuant to an indenture dated as of April 1, 2014 (the “Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee. The Indenture provides for customary events of default, including cross acceleration to certain other indebtedness of the Company and its significant subsidiaries.
If the Company undergoes a fundamental change holders may require the Company to repurchase for cash all or part of their 2019 Notes at a purchase price equal to 100% of the principal amount of the 2019 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, if certain fundamental changes occur, the Company may be required in certain circumstances to increase the conversion rate for any 2019 Notes converted in connection with such fundamental changes by a specified number of shares of its common stock.
The 2019 Notes are the Company’s general unsecured obligations and will be subordinated in right of payment to Senior Debt. The 2019 Notes will be equal or senior in right of payment to any of the Company’s indebtedness other than Senior Debt. The 2019 Notes will effectively rank junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness and be structurally junior to all indebtedness and other liabilities of the Company’s subsidiaries, including trade payables.
Common Stock Offering
On April 1, 2104, the Company issued 5,750,000 shares of its common stock, par value $0.001 per share, at $11.00 per share (the "Common Stock Offering"). The net proceeds from the Common Stock Offering were approximately $59.3 million, after deducting underwriter discounts and commissions and estimated offering expenses payable by the Company.
The Company intends to use the net proceeds of the Note Offering and the Common Stock Offering to fund capital expenditures, working capital and for general corporate purposes.