Symantec to Offer $2.0 Billion Convertible Senior Notes14 June 2006
Symantec Corp. (NASDAQ: SYMC) today announcedits intention to offer, subject to market and other conditions,approximately $1.0 billion principal amount of Convertible Senior Notes due2011 and approximately $1.0 billion principal amount of Convertible SeniorNotes due 2013 through offerings to qualified institutional buyers pursuantto Rule 144A under the Securities Act of 1933, as amended (the "SecuritiesAct").
In certain circumstances, the notes may be convertible into cash up to theprincipal amount. With respect to any conversion value in excess of theprincipal amount, the notes may be convertible into cash, shares ofSymantec common stock or a combination of cash and common stock, atSymantec's option. The interest rate, conversion price and other terms areto be determined by negotiations between Symantec and the initialpurchasers of the notes. Symantec also expects to grant the initialpurchasers an option to purchase up to $200 million principal amount ofadditional notes.
Symantec expects to use the net proceeds from the offering and the proceedsof the warrant transactions referred to below to purchase approximately$1.5 billion worth of its common stock, a portion of which is expected tobe purchased contemporaneously with the closing of the sale of the notesthrough private block trades with one or more of the initial purchasers ofthe notes or their affiliates, and the balance of which is expected to bepurchased through Rule 10b5-1 trading plans.
In addition, Symantec expects to use a portion of the proceeds from thetransactions to fund convertible note hedge transactions that Symantecexpects to enter into with one or more of the initial purchasers of thenotes or their affiliates. Symantec expects that the convertible notehedge transactions will have exercise prices equal to the conversion priceof the convertible senior notes. The convertible note hedge transactionsare intended to offset potential dilution to Symantec's common stock uponpotential future conversion of the notes.
Symantec also expects to enter into separate warrant transactions with oneor more of the initial purchasers or their affiliates and anticipates thatthe warrants will have an exercise price that is approximately 75 percenthigher than the closing price of Symantec's common stock on the date thewarrants are issued. Remaining proceeds will be added to Symantec's workingcapital and will be used for general corporate purposes.
This notice does not constitute an offer to sell or the solicitation of anoffer to buy securities. Any offers of the securities will be made only bymeans of a private offering memorandum. The securities have not been, andwill not be, registered under the Securities Act or the securities laws ofany other jurisdiction and may not be offered or sold in the United Statesabsent registration or an applicable exemption from registrationrequirements.
About Symantec
Symantec is the world leader in providing solutions to help individuals andenterprises assure the security, availability, and integrity of theirinformation. Headquartered in Cupertino, Calif., Symantec has operationsin more than 40 countries. More information is available atwww.symantec.com.
NOTE TO EDITORS: If you would like additional information on SymantecCorporation and its products, please visit the Symantec News Room athttp://www.symantec.com/news. All prices noted are in US dollars and arevalid only in the United States.
Symantec and the Symantec Logo are trademarks or registered trademarks ofSymantec Corporation or its affiliates in the U.S. and other countries.Other names may be trademarks of their respective owners.
FORWARD-LOOKING STATEMENTS: This press release contains statementsregarding our financial and business results which may be consideredforward-looking within the meaning of the U.S. federal securities laws,including statements regarding Symantec's expectation to sell notes,repurchase shares of its common stock, enter into convertible notetransactions and enter into warrant transactions. These statements aresubject to known and unknown risks, uncertainties and other factors thatmay cause our actual results to differ materially from results expressed orimplied in this press release. Such risks and uncertainties include, butare not limited to whether or not Symantec will offer the notes orconsummate the offering, the anticipated terms of the notes and theoffering, and the anticipated use of the proceeds of the offering. Symanteccannot guarantee that any of these transactions will occur. Additionalinformation concerning risk factors is contained in the Risk Factorssection of Symantec's Form 10-K for the fiscal year ended March 31, 2006.Symantec assumes no obligation to update any forward-looking informationcontained in this press release.
MEDIA CONTACT:Genevieve HaldemanSymantec Corporation408-517-7642glhaldeman@symantec.com
INVESTOR CONTACT:Helyn CorcosSymantec Corporation408-517-8324hcorcos@symantec.com
SOURCE: Symantec
Source: marketwire
All trademarks and copyrighted information contained herein are the property of their respective owners.
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