ADC Announces Pricing of Convertible Subordinated Notes Offering
MINNEAPOLIS--(Business Wire)--ADC Telecommunications, Inc. (NASDAQ:ADCT) announced today the pricing of $200 million in aggregate principal amount of Convertible Subordinated Notes due 2015 and $200 million in aggregate principal amount of Convertible Subordinated Notes due 2017 under an automatically effective shelf registration statement filed with the Securities and Exchange Commission (SEC) on December 18, 2007. In addition, ADC granted the underwriters an option to purchase up to an additional $25 million aggregate principal amount of the notes of each series to cover over-allotments, if any. The 2015 notes and the 2017 notes will pay interest semi-annually at a rate of 3.50% per annum and 3.50% per annum, respectively. The notes are convertible into shares of common stock of ADC, based on, in the case of the 2015 notes, an initial base conversion rate of 37.0336 shares of common stock per $1,000 principal amount of the 2015 notes and, in the case of the 2017 notes, an initial base conversion rate of 35.0318 shares of common stock per $1,000 principal amount of the 2017 notes, in each case subject to adjustment in certain circumstances. This represents an initial base conversion price of approximately $27.00 per share in the case of the 2015 notes and approximately $28.55 per share in the case of the 2017 notes, representing a 75% and 85% conversion premium, respectively, based on the closing price of $15.43 per share of ADC's common stock on December 19, 2007. In addition, if at the time of conversion the applicable stock price of ADC's common stock exceeds the base conversion price, the conversion rate will be increased by up to an additional 27.7752 shares of common stock per $1,000 principal amount of 2015 notes and an additional 29.7770 shares of common stock per $1,000 principal amount of 2017 notes, in each case as determined pursuant to a specified formula. The notes of each series will be subordinated to existing and future senior indebtedness of ADC. ADC intends to use approximately $200 million of the net proceeds of the offering to repurchase prior to maturity or repay at maturity in June 2008 the outstanding $200 million aggregate principal amount of its 1% Convertible Subordinated Notes due 2008. Any net proceeds from the offering that are not used to repurchase or repay the 1% Convertible Subordinated Notes due 2008 are expected to be used for general corporate purposes and strategic opportunities, including possible future acquisitions or investments in complementary businesses, technologies or products. ADC may also use a portion of the remaining net proceeds to repurchase prior to maturity or redeem, on or after June 23, 2008, all or a portion of the outstanding $200 million aggregate principal amount of its Floating Rate Convertible Subordinated Notes due 2013. The offering is expected to close on December 26, 2007 and is subject to the satisfaction of customary closing conditions. Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated are acting as joint book-running managers for the offering. J.P. Morgan Securities Inc. and Bear, Stearns & Co. Inc. are acting as co-managers for the offering. A registration statement relating to these securities has been filed with the SEC. Copies of the prospectus can be obtained from Credit Suisse Securities (USA) LLC or Morgan Stanley & Co. Incorporated at the following addresses: -0- *T Credit Suisse Securities (USA) LLC Credit Suisse Securities Prospectus Department One Madison Avenue Level 1B New York, NY 10010 Telephone: 1-800-221-1037 Morgan Stanley & Co. Incorporated Prospectus Department 180 Varick Street, 2nd Floor New York, NY 10014 Telephone: 1-866-718-1649 Email: prospectus@morganstanley.com *T About ADC ADC provides the connections for wireline, wireless, cable, broadcast, and enterprise networks around the world. ADC's innovative network infrastructure equipment and professional services enable high-speed Internet, data, video, and voice services to residential, business and mobile subscribers. ADC has sales into more than 130 countries. This announcement is neither an offer to sell nor a solicitation of an offer to purchase convertible subordinated notes of ADC, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state. ADC has filed a registration statement with the SEC with respect to the offering. The registration statement contains a prospectus for the offering and other important information that should be read carefully before any decision is made with respect the offering. The registration statement is available at no charge on the SEC's web site at www.sec.gov. Investors may obtain copies of the prospectus without charge by requesting them from ADC Investor Relations, P.O. Box 1101, Minneapolis, MN 55440-1101, Telephone: (952) 917-0991. Cautionary Statement Regarding Forward Looking Information This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Such forward-looking statements include the expectations, plans and prospects for ADC, including whether or not ADC consummates the offering of the notes and the anticipated use of proceeds of the offering. The statements made by ADC are based upon management's current expectations and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include those identified in the section captioned "Risk Factors" in Item 1A of ADC's Annual Report on Form 10-K for the year ended October 31, 2007, as may be updated in Item 1A of ADC's subsequent Quarterly Reports on Form 10-Q or other filings ADC makes with the SEC. ADC disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. ADC Mark Borman, 952-917-0590 (Investor Relations) Mike Smith, 952-917-0306 (Media Relations) Copyright Business Wire 2007
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