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BlackBerry Limited (NYSE:BB, TSX:BB) ("BlackBerry") announced today that it intends to offer, subject to market and other conditions, $160 million aggregate principal amount of Convertible Senior Notes due 2029 (the "notes") in a private offering. The notes will be offered only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and pursuant to prospectus exemptions in Canada and other jurisdictions. BlackBerry also expects to grant the initial purchasers of the notes the option to purchase, within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $25 million aggregate principal amount of the notes.
BlackBerry intends to use the net proceeds from the offering of the notes to fund the repayment or repurchase of its outstanding $150 million aggregate principal amount of 1.75% extendible convertible unsecured debentures due February 15, 2024 (the "Existing Debentures") and the remainder, if any, for general corporate purposes.
The notes will be BlackBerry's general unsecured obligations, ranking senior to BlackBerry's obligations under the Existing Debentures. The notes will mature on February 15, 2029, unless earlier converted, redeemed or repurchased. BlackBerry may satisfy any conversions of the notes by paying or delivering, as the case may be, cash, its common shares or a combination of cash and its common shares, at BlackBerry's election (or, in the case of any notes called for redemption that are converted during the related redemption period, solely its common shares). The interest rate on, the initial conversion rate of, and other terms of the notes will be determined at the time of pricing of the offering.
The closing of the offering will be subject to customary conditions, including approval from the Toronto Stock Exchange.
The offer and sale of the notes and the common shares issuable upon conversion of the notes, if any, have not been registered under the Securities Act or any state securities laws. Unless a subsequent sale is registered under the Securities Act, the notes and the common shares issuable upon conversion of the notes, if any, may only be offered or sold in the United States in a transaction that is exempt from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. Any offers of the notes will be made only to persons reasonably believed to be qualified institutional buyers by means of a private offering memorandum in accordance with Rule 144A under the Securities Act. The notes will be offered in Canada and other jurisdictions under available prospectus exemptions.
