KEYW Prices Offering of $130 Million of Convertible Senior Notes Due 2019
HANOVER, Md., July 16, 2014 (GLOBE NEWSWIRE) — The KEYW Holding Corporation (Nasdaq:KEYW) announced today that it has agreed to sell $130 million aggregate principal amount of its 2.50% convertible senior notes due July 15, 2019 (the “notes”) in an underwritten public offering. The conversion rate of the notes will initially be 67.4093 shares of common stock per $1,000 principal amount of the notes equivalent to an initial conversion price of approximately $14.83 per share of common stock. The Company granted the underwriters an option to purchase up to an additional $19.5 million aggregate principal amount of the notes solely to cover overallotments (or $149.5 million principal amount in the aggregate). RBC Capital Markets and BofA Merrill Lynch are acting as joint book-running managers for the notes offering. SunTrust Robinson Humphrey is acting as co-manager. The Company expects that the offering will be completed, subject to customary closing conditions, on July 21, 2014.
In connection with the pricing of the notes, the Company has entered into privately negotiated capped call transactions with certain of the underwriters or their respective affiliates. If the underwriters exercise their over-allotment option, the Company may enter into additional capped call transactions.
The capped call transactions are expected generally to reduce the potential dilution and/or offset cash payments due upon conversion of the notes in the event that the market price per share of the Company’s common stock, as measured under the terms of the capped call transactions, is greater than the strike price of the capped call transactions, which is expected to initially correspond to the conversion price of the notes and be subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the notes. If, however, the market price per share of the Company’s common stock, as measured under the terms of the capped call transactions, exceeds the cap price of the capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price exceeds the cap price of the capped call transactions.
The Company intends to use a portion of the net proceeds from the notes offering to repay the outstanding balances under the Company’s existing credit facility and to pay the cost of the capped call transactions. The balance of the net proceeds will be used for working capital, capital expenditures and other general corporate purposes, including potential acquisitions.
The registration statement pursuant to which this offering is being made is effective pursuant to the Securities Act of 1933. Offers and sales of the notes may be made only by the prospectus and related prospectus supplement, which, when available, may be obtained from RBC Capital Markets, Attention: Equity Syndicate, Three World Financial Center, 200 Vesey Street, 8th Floor, New York, NY 10281 or by calling (877) 822-4089 or from BofA Merrill Lynch, Attention: Prospectus Department, 222 Broadway, New York, NY 10038 or by emailing firstname.lastname@example.org.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities, in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Forward-Looking Statements: Statements made in this press release that are not historical facts constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements containing the words “estimates,” “believes,” “anticipates,” “plans,” “expects,” ‘will,” “potential,” “opportunities,” and similar expressions. Our actual results, performance or achievements or industry results may differ materially from those expressed or implied in these forward-looking statements, including, but not limited to, express or implied statements concerning: our expectations regarding our future financial performance, including the potential impact of successful contract awards; our bid and proposal pipeline; our ability to achieve projected growth in certain of our business units and the expected timing of such growth; demand for our products, services and solutions serving the intelligence, cyber and counterterrorism communities; and performance of key contracts, including the timing of production related to certain of our contracts and product offerings. Factors that may cause our results to differ, potentially materially, from those expressed or implied in our forward-looking statements include, but are not limited to: risks to our business and financial results related to reductions and other spending constraints imposed on the U.S. Government, including as a result the Federal budget deficit and Federal government shut-downs; risks of adverse regulatory action or litigation; risks that changes, cutbacks or delays in spending by Intelligence Community (IC) customers, including the National Security Agency (NSA), the National Geospatial-Intelligence Agency (NGA), and other agencies within the IC, the Federal Bureau of Investigation, and the Department of Defense (DoD) may occur, which could cause delays or cancellations of key government contracts; risks of delays to or the cancellation of our projects as a result of protest actions submitted by our competitors; risks that changes may occur in Federal government (or other applicable) procurement laws, regulations, policies and budgets; risks related to changes in government and customer priorities and requirements (including cost-cutting initiatives, the potential deferral of awards, terminations or reduction of expenditures to respond to the priorities of Congress and the Administration; and those risk factors set forth in our Annual Report on Form 10-K, dated and filed March 16, 2018 with the Securities and Exchange Commission (SEC), and other filings that we make with the SEC from time to time. Due to such uncertainties and risks, investors are cautioned not to place undue reliance on such forward-looking statements. We are under no obligation to (and expressly disclaims any such obligation to) update or alter our forward-looking statements whether as a result of new information, future events or otherwise.
Director, Corporate Communications
Vice President, Investor Relations and Treasury