Digital River Prices $175 Million of 1.25% Convertible Senior Notes Due 2024
Digital River, Inc. (NASDAQ: DRIV), a global leader in e-commerce outsourcing , today announced that it has entered into an agreement for the sale of $175 million aggregate principal amount of Convertible Senior Notes due January 1, 2024, in a private, unregistered offering. The Notes are being sold at 100 percent of their principal amount. The offering of the Notes is expected to close on June 1, 2004, subject to certain closing conditions. The initial purchasers have a 90-day option to purchase up to an additional $20 million in aggregate principal amount of the Notes.
PR9.NET May 26, 2004 - The Notes will bear interest at a rate of 1.25 percent and will be convertible into Digital River common stock at a conversion price of $44.0630 per share, subject to adjustments in certain circumstances. This represents a 33 percent conversion premium based on the closing sale price of $33.13 per share of Digital River common stock on May 25, 2004. Holders of the Notes will have the right to require Digital River to repurchase their notes prior to maturity on January 1, 2009, 2014 and 2019. Digital River will have the right to redeem the Notes on or after July 1, 2007, and prior to January 1, 2009, under certain circumstances and at anytime on or after January 1, 2009. A portion of the net proceeds of the offering will be used to repay Digital River's senior secured revolving credit facility and the balance will be used for general corporate purposes, including working capital, capital expenditures, potential future acquisitions, investments, and the repurchase of shares of Digital River's common stock.
The Notes and the common stock issuable upon conversion of the Notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities laws. This announcement does not constitute an offer to sell these securities nor is it a solicitation of an offer to purchase these securities.
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About Digital River, Inc.
Digital River, Inc., a global leader in e-commerce outsourcing, builds and manages online businesses for more than 40,000 software publishers, manufacturers, distributors and online retailers. Its multi-channel e-commerce solution, which supports both direct and indirect sales, is designed to help companies of all sizes maximize online revenues as well as reduce the costs and risks of running an e-commerce operation. The company's comprehensive platform offers site development and hosting, order management, fraud prevention, site merchandising, advanced reporting and analytics, product fulfillment, e-marketing and multi-lingual customer service.
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