CEVA Group Plc (“CEVA” or the “Company”) announced today the final results and expected successful completion of the previously announced private offer to exchange (the “Exchange Offer”) and related consent solicitation (the “Consent Solicitation”) for its 4.00% First Lien Senior Secured Notes due 2018 (the “Existing Notes”). The terms of the Exchange Offer were described more fully in the confidential Offering Memorandum and Consent Solicitation Statement (the “Offering Memorandum”), dated as of March 8, 2017.
The Exchange Offer expired at 11:59 p.m., New York City time, on April 4, 2017 (the “Expiration Time”). As of the Expiration Time, valid tenders had been received from approximately $350,674,633 principal amount (89.9%) of the Existing Notes. All of the conditions to the Exchange Offer have been satisfied or waived by the Company. CEVA expects that the closing of the Exchange Offer will occur on April 7, 2017 or as soon as practicable thereafter.
In addition, the Company announced that it had amended the terms and conditions of the Exchange Offer to permit all eligible holders that participated in the Exchange Offer on or prior to the Expiration Time to receive the Total Consideration (as defined below). Prior to this announcement, only eligible holders who validly tendered their Existing Notes on or prior to 5:00 p.m., New York City time, on March 28, 2017 would be entitled to receive the Total Consideration.
As a result of the amended terms and conditions of the Exchange Offer, all eligible holders who validly tendered Existing Notes at or prior to the Expiration Time will receive total consideration of $1,025 principal amount of CEVA’s new 9.00% First Lien Senior Secured Notes due 2020 (the “New Notes”) per $1,000 principal amount of Existing Notes tendered (the “Total Consideration”). Eligible holders of Existing Notes accepted for exchange will also receive a cash payment equal to the accrued and unpaid interest in respect of such Existing Notes from the applicable most recent interest payment date to, but not including, the closing date of the Exchange Offer.
The New Notes offered in the Exchange Offer have not been registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
