UPS systems
Atlanta has been the site of many important battles in the struggle for civil rights, not to mention a spot of trouble during the Civil War. Its latest racial crisis, however, was settled much more amicably. Last fall MARTA, the citys rapid-transit system, renamed its rail lines using colors, and it so happened that the newly designated Yellow Line went through Doraville, an Asian neighborhood.
ENGLEWOOD, Colo. — CSG
Systems International, Inc. (NASDAQ:CSGS)
today announced the pricing of its offering of $130 million aggregate
principal amount of 3.0% Senior Subordinated Convertible Notes due 2017
(the “notes”) in a private placement to qualified institutional buyers
in accordance with Rule 144A under the Securities Act of 1933, as
amended (the “Securities Act”).
The notes will be CSG’s general unsecured obligations and will be
subordinated to all its future senior indebtedness. The offering is
expected to close on March 1, 2010, subject to customary closing
conditions. CSG has granted the initial purchasers a 30-day
over-allotment option to purchase up to an additional $20 million
aggregate principal amount of notes.
Interest on the notes will be paid semi-annually in arrears at a rate of
3.0% per year on March 1 and September 1 of each year, beginning on
September 1, 2010. The notes will mature on March 1, 2017 unless
previously converted or repurchased.
Under certain circumstances, the notes will be convertible into cash up
to the principal amount and, at CSG’s option, shares of CSG’s common
stock up to a certain limit, cash or a combination thereof with respect
to any conversion value above the principal amount. The notes will be
convertible at an initial conversion rate of 40.8998 shares of CSG’s
common stock per $1,000 principal amount of notes, which is equivalent
to an initial conversion price of approximately $24.45 per share of
CSG’s common stock and represents a 25% conversion premium over the
closing price of CSG’s common stock of $19.56 per share on February 24,
2010.
After deducting the initial purchasers’ discounts and commissions and
CSG’s estimated expenses, CSG expects to use the net proceeds from the
offering of the notes to fund the repurchase of 1.5 million shares of
its common stock from one of the initial purchasers and for general
corporate purposes, which may include the repurchase of a portion of its
$170.3 million of outstanding 2.5% Senior Subordinated Convertible
Contingent Debt Securities (which mature in 2024, but may be repurchased
by CSG at the holders’ option in June 2011) and the payment of any
related tax liabilities. The stock repurchase would be part of CSG’s
existing stock repurchase program and would be paid for concurrently
with the issuance of the notes.
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