Cerence Inc. (CRNC): debt financing — Cerence issues $190M of 1.5% convertible senior notes due 2028

Cerence Inc.

Issued $190M aggregate principal of 1.50% Convertible Senior Notes due 2028; initial purchasers have 13-day option for additional $20M (unexercised as of filing).
Interest payable semi-annually on Jan 1 and Jul 1, starting Jan 1, 2024; maturity Jul 1, 2028.
Conversion rate initially 24.5586 shares per $1,000 principal (initial conversion price ~$40.72 per share); company may elect cash, shares, or combination.
Notes are senior unsecured obligations; rank equal to existing unsecured debt; effectively junior to secured debt and structurally junior to subsidiary liabilities.
Company may redeem notes on/after Jul 6, 2026 if stock price ≥130% of conversion price for 20 of 30 trading days.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Cerence Inc. incurred convertible notes of $190.0 million in aggregate principal amount with U.S. Bank Trust Company, National Association at 1.50% per year maturing July 1, 2028.

Instrument: convertible notes
Principal: $190.0 million in aggregate principal amount
Counterparty: U.S. Bank Trust Company, National Association
Rate: 1.50% per year
Maturity: July 1, 2028
Event: incurrence

Exact text from the filing

On June 26, 2023, Cerence Inc. (the “Company”) issued $190.0 million in aggregate principal amount of 1.50% Convertible Senior Notes due 2028 (the “Initial Notes”), pursuant to an Indenture dated as of June 26, 2023 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Cerence Inc. entered into Indenture dated as of June 21, 2023 with U.S. Bank Trust Company, National Association valued at $190.0 million in aggregate principal amount of 1.50% Convertible Senior Notes due 2028 (effective 2023-06-26).

Action: entry
Agreement: notes offering
Counterparty: U.S. Bank Trust Company, National Association
Value: $190.0 million in aggregate principal amount of 1.50% Convertible Senior Notes due 2028
Effective: 2023-06-26

Exact text from the filing

On June 26, 2023, Cerence Inc. (the “Company”) issued $190.0 million in aggregate principal amount of 1.50% Convertible Senior Notes due 2028 (the “Initial Notes”), pursuant to an Indenture dated as of June 26, 2023 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), in a private offering to qualified institutional buyers (the “Note Offering”) pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).

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Cerence Inc. filing history →

Source: SEC EDGAR

accession 0001193125-23-175180

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