Limelight Networks, Inc. (Nasdaq: LLNW) (“Limelight”), a leading
provider of video delivery and edge cloud services, today announced
its intention to offer and sell, subject to market conditions and
other factors, $100 million aggregate principal amount of
convertible senior notes due 2025 (the “notes”) in a private
offering to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended (the “Securities
Act”). In connection with the offering of the notes, Limelight
expects to grant the initial purchasers of the notes a 13-day
option to purchase up to an additional $15 million aggregate
principal amount of notes.
The final terms of the notes, including the conversion rate,
interest rate and certain other terms, will be determined by
negotiations between Limelight and the initial purchasers at the
time of pricing. The notes will bear interest payable semi-annually
in arrears and will mature on August 1, 2025, unless repurchased,
redeemed or converted in accordance with their terms prior to such
date.
Prior to May 1, 2025, the notes will be convertible only upon
satisfaction of certain conditions and during certain periods. On
and after May 1, 2025, the notes will be convertible at any time
until the close of business on the second scheduled trading day
immediately preceding the maturity date. Upon conversion, the notes
may be settled in shares of Limelight’s common stock, cash or a
combination of cash and shares of Limelight’s common stock, at
Limelight’s option. Holders of the notes will have the right to
require Limelight to repurchase all or a portion of their notes at
100% of their principal amount, plus any accrued and unpaid
interest, upon the occurrence of certain events.
Limelight may not redeem the notes prior to August 4, 2023. On
or after August 4, 2023, and on or before the 40th scheduled
trading day immediately before the maturity date, Limelight may
redeem for cash all or any portion of the notes if the last
reported sale price of Limelight’s common stock has been at least
130% of the conversion price then in effect for at least 20 trading
days (whether or not consecutive), including the trading day
immediately preceding the date on which Limelight provides notice
of redemption, during any 30 consecutive trading day period ending
on, and including, the trading day immediately preceding the date
on which Limelight provides notice of redemption. The redemption
price will equal 100% of the principal amount of the notes being
redeemed, plus accrued and unpaid interest to, but excluding, the
redemption date. No sinking fund is provided for the notes.
When issued, the notes will be senior, unsecured obligations of
Limelight and will be equal in right of payment with Limelight’s
senior, unsecured indebtedness; senior in right of payment to
Limelight’s indebtedness that is expressly subordinated to the
notes; effectively subordinated to Limelight’s senior, secured
indebtedness, including future borrowings, if any, under
Limelight’s $20 million credit facility, to the extent of the value
of the collateral securing that indebtedness; and structurally
subordinated to all indebtedness and other liabilities, including
trade payables, and (to the extent Limelight is not a holder
thereof) preferred equity, if any, of Limelight’s subsidiaries.
In connection with the pricing of the notes, Limelight expects
to enter into one or more privately negotiated capped call
transactions with certain of the initial purchasers of the notes
and/or their respective affiliates and/or other financial
institutions (in this capacity, the “option counterparties”). The
capped call transactions are expected generally to reduce the
potential dilution to Limelight’s common stock upon any conversion
of the notes or at Limelight’s election (subject to certain
conditions) to offset any cash payments Limelight is required to
make in excess of the aggregate principal amount of the converted
notes, as the case may be, upon any conversion of notes, with such
reduction or offset subject to a cap.
Limelight intends to use a portion of the net proceeds from this
offering to pay the cost of the capped call transactions. If the
initial purchasers of the notes exercise their option to purchase
additional notes, Limelight expects to use a portion of the net
proceeds from the sale of the additional notes to enter into
additional capped call transactions with the option counterparties.
Limelight intends to use the remainder of the net proceeds from
this offering for working capital and other general corporate
purposes.
Limelight has been advised that, in connection with establishing
their initial hedges of the capped call transactions, the option
counterparties or their respective affiliates expect to purchase
shares of Limelight’s common stock and/or enter into various
derivative transactions with respect to Limelight’s common stock
concurrently with, or shortly after, the pricing of the notes. This
activity could increase (or reduce the size of any decrease in) the
market price of Limelight’s common stock or the notes at that time.
In addition, the option counterparties or their respective
affiliates may modify their hedge positions by entering into or
unwinding various derivatives with respect to Limelight’s common
stock and/or purchasing or selling shares of Limelight’s common
stock or other of Limelight’s securities in secondary market
transactions following the pricing of the notes and from time to
time prior to the maturity of the notes (and are likely to do so on
each exercise date of the capped call transactions, which are
expected to occur during the 40 trading day period beginning on the
41st scheduled trading day prior to the maturity date of the notes,
or following any termination of any portion of the capped call
transactions in connection with any repurchase, redemption or
conversion of the notes if Limelight makes the relevant election
under the capped call transactions). This activity could also cause
or avoid an increase or a decrease in the market price of
Limelight’s common stock or the notes, which could affect the
ability of holders of the notes to convert the notes and, to the
extent the activity occurs during any observation period related to
a conversion of notes, it could affect the number of shares of
Limelight’s common stock and value of the consideration that
holders of notes will receive upon conversion of such notes.
The notes will be offered and sold only to persons reasonably
believed to be qualified institutional buyers pursuant to Rule 144A
under the Securities Act. The offer and sale of the notes and the
shares of Limelight’s common stock potentially issuable upon
conversion of the notes have not been and will not be registered
under the Securities Act or the securities laws of any other
jurisdiction, and may not be offered or sold in the United States
absent registration or an applicable exemption from such
registration requirements.
This press release does not and shall not constitute an offer to
sell or a solicitation of an offer to buy any notes or shares of
Limelight’s common stock, nor shall there be any offer,
solicitation or sale of notes or such common stock in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release contains forward-looking statements that
involve risks and uncertainties. These statements include, among
others, statements regarding whether Limelight will offer and issue
the notes and the terms of the notes, the anticipated use of the
net proceeds from this offering, Limelight’s expectations in
respect of granting the initial purchasers an option to purchase
additional notes and expectations regarding the effect of the
capped call transactions and regarding actions of the option
counterparties and/or their respective affiliates. Our expectations
and beliefs regarding these matters may not materialize. The
potential risks and uncertainties that could cause actual results
or outcomes to differ materially from the results or outcomes
predicted include, among other things, risks related to the
offering of the notes and the consummation of the capped call
transactions, including that such transactions may not occur,
market risks and uncertainties and the impact of any natural
disasters or public health emergencies, such as the COVID-19
pandemic. A detailed discussion of these factors and other risks
that affect our business is contained in our SEC filings, including
our most recent reports on Forms 10-K and 10-Q, particularly under
the heading “Risk Factors.” Copies of these filings are available
on the SEC website at www.SEC.gov. All information provided in this
release is as of July 22, 2020, and we undertake no duty to update
this information in light of new information or future events,
unless required by law.
About Limelight
Limelight Networks, Inc. (Nasdaq: LLNW), a leading provider of
digital content delivery, video, cloud security, and edge computing
services, empowers customers to provide exceptional digital
experiences. Limelight’s edge services platform includes a unique
combination of global private infrastructure, intelligent software,
and expert support services that enable current and future
workflows.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200722005869/en/
Limelight Networks, Inc. Sajid Malhotra, 602-850-5778
ir@llnw.com
Grafico Azioni Limelight Networks (NASDAQ:LLNW)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Limelight Networks (NASDAQ:LLNW)
Storico
Da Lug 2023 a Lug 2024