NUANCE COMMUNICATIONS, INC. (NUAN)
On May 25, 2021, Nuance Communications, Inc. (the "Company") entered into privately negotiated agreements with certain investors to exchange (i) an aggregate of 14.7 million shares of the Company's common stock, par value $0.001 per share ("Common Stock"), and $4.0 million in cash for $354.8 million principal amount of its outstanding 1.00% senior convertible debentures due 2035 (the "1.00% Convertible Debentures") held by such investors and (ii) an aggregate of 3.2 million shares of Common Stock and $0.5 million in cash for $64.9 million principal amount of its outstanding 1.50% senior convertible debentures due 2035 (the "1.50% Convertible Debentures") held by such investors (collectively, the "Initial Exchanges").
On May 27, 2021, the Company entered into privately negotiated agreements with certain investors to exchange an additional aggregate of 4.2 million shares of Common Stock and $1.1 million in cash for $102.2 million principal amount of its outstanding 1.00% Convertible Debentures held by such investors (the "Additional Exchanges" and, together with the Initial Exchanges, the "Exchanges").
Following the consummation of the Exchanges on May 28, 2021 and June 1, 2021, an aggregate of $219.5 million principal amount of 1.00% Convertible Debentures (after giving effect to $34.8 million to be surrendered on June 2, 2021 in connection with the Exchanges) and $162.5 million principal amount of 1.50% Convertible Debentures (including $118.3 million surrendered separately from the Exchanges for conversion and pending settlement) remain outstanding.
The Exchanges were deemed to be exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering. The recipients of the Common Stock in each of these transactions acquired the Common Stock for investment only and not with a view to or for sale in connection with any distribution thereof. Each of the recipients of the Common Stock in these transactions was an accredited investor within the meaning of Rule 501 of Regulation D under the Securities Act and/or a qualified institutional buyer within the meaning of Rule 144A under the Securities Act.
This current report does not constitute an offer to sell or the solicitation of an offer to buy any security, nor shall there be any offer, solicitation or sale of any security, in any jurisdiction in which such offering, solicitation or sale would be unlawful.
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