The initial conversion rate, interest rate and certain other terms of the notes will be determined at the time of the pricing of the offering. If and when issued, the notes will be unsecured senior obligations of the company. The Notes will pay interest semi-annually in arrears on March 1 and Sept. 1 of each year, beginning on March 1, 2015. The notes will mature on Sept. 1, 2019, unless repurchased or converted in accordance with their terms prior to such date.
The company intends to use a portion of the net proceeds from the offering of the notes to pay the cost of certain convertible note hedge transactions, taking into account the proceeds to the company from the sale of warrants pursuant to certain warrant transactions and to repurchase up to $10 million of shares of the company’s common stock in privately negotiated transactions.