Published: March 10, 2010
Powerwave Technologies Announces Refinancing of Convertible Debt
SANTA ANA, Calif. - (BUSINESS WIRE) - Powerwave Technologies, Inc. (Nasdaq:PWAV), today announced that it has
entered into separate privately negotiated exchange agreements under
which Powerwave will retire $60 million in aggregate principal amount of
its outstanding 1.875% Convertible Subordinated Notes due 2024
("Existing Notes" ). Under the exchange agreements, holders who exchange
their Existing Notes will receive $60 million in aggregate principal
amount of new 1.875% Convertible Senior Subordinated Notes due 2024
("New Notes"). The New Notes extend the first put date available to
holders from November 15, 2011 to November 15, 2013. Following the
exchange transactions, Powerwave will have outstanding approximately $71
million in aggregate principal amount of its Existing Notes.
Description of New Notes
The New Notes are convertible, at the option of the holder at any time
on or prior to maturity or certain earlier events, into shares of the
Company's common stock at an initial conversion rate of 588.235 common
shares per $1,000 principal amount, representing a conversion price of
$1.70 per share. Shares of the Company's common stock, into which the
New Notes are convertible, have been reserved for issuance by the
Company and listed on the Nasdaq Global Select Market. Holders of the
New Notes will have the option to require the Company to purchase the
notes on November 15, 2013 and subsequent dates, and in certain other
circumstances, at a price equal to 100% of the principal amount of notes
to be purchased plus accrued and unpaid interest. Interest on the New
Notes will be payable semi-annually and will accrue at the rate of
1.875%.
The New Notes and shares of the Company's common stock into which the
New Notes are convertible have not been registered under the Securities
Act of 1933, as amended, (the "Securities Act") or any state securities
laws, and unless so registered, may not be offered or sold in the United
States except pursuant to an exemption from the registration
requirements of the Securities Act and applicable state laws.
No Solicitation
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor shall there be any
sale of securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
Company Background
Powerwave Technologies, Inc., is a global supplier of end-to-end
wireless solutions for wireless communications networks. Powerwave
designs, manufactures and markets a comprehensive suite of wireless
solutions, including antennas, base station products and advanced
coverage solutions, utilized in all major wireless network protocols and
frequencies, including Next Generation Networks in 4G technology, such
as LTE and WiMAX. Corporate headquarters are located at 1801 E. St.
Andrew Place, Santa Ana, Calif. 92705. For more information on
Powerwave's advanced wireless coverage and capacity solutions, please
call (888)-PWR-WAVE (797-9283) or visit our web site at www.powerwave.com.
Powerwave, Powerwave Technologies and the Powerwave logo are registered
trademarks of Powerwave Technologies, Inc.
Powerwave Technologies, Inc.
Kevin Michaels, (714) 466-1608
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