Item 8.01. Other Events.
2023 Note Repurchase
On August 11, 2022, Rambus Inc. (the "Company") entered into individual
privately negotiated transactions with certain holders of its outstanding 1.375%
Convertible Senior Notes due 2023 (the "2023 Notes"), pursuant to which the
Company will pay an aggregate of approximately $57 million in cash for the
repurchase of approximately $39 million aggregate principal amount of the 2023
Notes (the "2023 Note Repurchases"). The foregoing amount of cash is subject to
adjustment during a 10 trading-day measurement period ending August 25, 2022.
Accordingly, such approximate amount is an estimate based on an assumed price
per share of the Company's common stock, par value $0.001 per share (the "Common
Stock"), equal to $26.88, the closing price per share of Common Stock on The
Nasdaq Global Select Market on August 5, 2022. The actual amounts of cash paid
could vary depending on changes in the trading price of the Common Stock during
the measurement period.
The 2023 Note Repurchases are expected to close on or about August 31, 2022.
Following the closing of the 2023 Note Repurchases, approximately $10 million in
aggregate principal amount of 2023 Notes will remain outstanding with terms
unchanged. The Company will not receive any cash proceeds from the 2023 Note
Repurchases. In exchange for paying cash pursuant to the 2023 Note Repurchases,
the Company will receive and cancel the repurchased 2023 Notes.
Bond Hedge and Warrant Unwind Transactions
In connection with the 2023 Note Repurchases, the Company expects to enter into
agreements with certain financial institutions (the "Option Counterparties") to
terminate corresponding portions of the convertible note hedge and warrant
transactions the Company previously entered into with the Option Counterparties
in connection with the issuance of the 2023 Notes. In connection with the
termination, the Option Counterparties or their respective affiliates may sell
shares of the Common Stock in secondary market transactions, or may unwind
derivative transactions that may in turn result in secondary market sales of the
Common Stock, shortly after the Company's entry into the 2023 Repurchases.
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