Cray Inc. Announces Proposed Offering of Convertible Senior Subordinated Notes.SEATTLE -- Cray Inc. (Nasdaq:CRAY) today announced that it intends to offer $60 million of convertible senior subordinated notes due 2024 to qualified institutional buyers pursuant to Rule 144A Rule 144A A Securities & Exchange Commission rule modifying a two-year holding period requirement on privately placed securities to permit qualified institutional buyers to trade these positions among themselves. under the Securities Act of 1933, as amended. The Company also plans to grant the initial purchaser of the notes a 30-day option to purchase up to an additional $15 million aggregate principal amount of the notes. The Company intends to use the net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). from the offering to support our operations and growth and for other general corporate purposes. This announcement is neither an offer to sell nor a solicitation of an offer to buy any of the notes or any shares of the Company's common stock and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The notes and the underlying shares of common stock issuable upon conversion of the notes have not been registered under the Securities Act of 1933 or any applicable state securities laws and may not be offered or sold in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. absent registration or an applicable exemption from such registration requirements. Any offer of the notes will be made exclusively by means of a private offering memorandum Offering Memorandum A legal document stating the objectives, risks, and terms of investment involved with a private placement. Notes: The private placement of hedge funds necessitates the issue of memorandums. to qualified institutional buyers. Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. Statement This press release contains forward-looking statements. There are certain factors that could cause Cray's execution plans to differ materially from those anticipated by the statements above, including whether the offering of the notes can be completed. For a discussion of such risks, see "Factors That Could Affect Future Results" in Cray's most recent Quarterly Report on Form 10-Q Form 10-Q See 10-Q. filed with the SEC. Cray is a registered trademark of Cray Inc. All other trademarks are the property of their respective owners. |
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