Notice of the Effective Date of a Make-whole Fundamental Change Relating to the Company’s outstanding 1.25% Convertible Senior Notes due 2020
SAN FRANCISCO – December 1, 2016 – Interactive Intelligence Group Inc. (the “Company”), a global provider of cloud services for customer engagement, communications and collaboration, has announced the effective date of a make-whole fundamental change relating to the Company’s outstanding 1.25% Convertible Senior Notes Due 2020 (the “Convertible Notes”).
On December 1, 2016, the Company completed its previously announced merger pursuant to the Agreement and Plan of Merger, dated as of August 30, 2016 (the “Merger Agreement”), by and among the Company, Genesys Telecommunications Laboratories, Inc., a California corporation (“Genesys”), Giant Merger Sub Inc., an Indiana corporation and a direct, wholly-owned subsidiary of Genesys (“Merger Sub”), and, solely for the purposes of Section 5.16 of the Merger Agreement, Greeneden Lux 3 S.àR.L., a société à responsabilité limitée under the laws of Luxembourg, Greeneden U.S. Holdings I, LLC, a Delaware limited liability company, and Greeneden U.S. Holdings II, LLC, a Delaware limited liability company. Pursuant to the Merger Agreement, Merger Sub was merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of Genesys. The Company issued a press release publicly announcing the execution of the Merger Agreement on August 31, 2016, and included a copy of the press release and a copy of the Merger Agreement as exhibits to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on August 31, 2016. A copy of this filing is available on the SEC’s website at www.sec.gov.
Pursuant to the terms and conditions of the Indenture, dated as of May 26, 2015 (as amended or supplemented, the “Indenture”), between the Company and U.S. Bank National Association (the “Trustee”), relating to the Convertible Notes, the Convertible Notes became convertible at the option of the holders thereof on December 1, 2016, the date of the closing of the Merger described above (such date, the “Effective Date”). A copy of the Indenture was included as an exhibit to the Company’s Current Report on Form 8-K, filed with the SEC on May 26, 2015.
As a result of the Merger and pursuant to the terms and conditions of the Indenture, if any holder of Convertible Notes elects to convert its Convertible Notes, by delivery of a notice of conversion pursuant to the Indenture (“Notice of Conversion”), at any time from, and including, December 1, 2016, up to, and including, the close of business on the business day immediately preceding December 20, 2016 (such period, the “Make-Whole Fundamental Change Repurchase Period”), the Conversion Rate (as defined in the Indenture) of 16.3303 shares of Common Stock for each $1,000 principal amount of the Convertible Notes will be increased by an additional 2.8554 shares of Common Stock for each $1,000 principal amount of Convertible Notes properly converted during the Make-Whole Fundamental Change Period, resulting in each $1,000 principal amount of Convertible Notes being convertible into $1,160.74 during the Make-Whole Fundamental Change Period.
If a holder fails to convert during the Make-Whole Fundamental Change Repurchase Period, such holder will not be eligible to receive the 2.8554 additional shares of Common Stock for each $1,000 principal amount of Convertible Notes later converted. Holders who choose to convert their Convertible Notes in accordance with the above will receive only cash and will not receive any shares of Common Stock upon conversion.
Additionally, as a result of the Merger and pursuant to the Indenture, subject to certain conditions, each holder of the Convertible Notes has the right, at such holder’s option, to require the Company to repurchase for cash all of such holder’s Convertible Notes, or any portion thereof that is equal to a minimum of $1,000 or a multiple of $1,000 in excess thereof, on December 21, 2016 (the “Fundamental Change Repurchase Date”) by delivery of a Fundamental Change Repurchase Notice. The Company will repurchase any Convertible Notes that are validly surrendered for repurchase prior to the close of business on the business day immediately preceding December 21, 2016 and not validly withdrawn at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to, but excluding, the Fundamental Change Repurchase Date.
Convertible Notes in respect of which a Fundamental Change Repurchase Notice has been given by the holder thereof may not be converted pursuant to the Indenture on or after the date of the delivery of such Fundamental Change Repurchase Notice unless such Fundamental Change Repurchase Notice has first been validly withdrawn in accordance with the procedures set forth in Section 15.03 of the Indenture with respect to the Convertible Notes to be converted. No Notice of Conversion with respect to any Convertible Notes may be surrendered by a holder thereof if such holder has also delivered a Fundamental Change Repurchase Notice that has not been validly withdrawn.
Lisa Hawes or Sarah Koniniec