The Exchange Notes will be senior, unsecured obligations of Harmonic and will bear interest at a rate of 4.375% per year. Interest will be payable semi-annually in arrears on
The Exchange Notes have an initial conversion rate of 173.9978 shares of common stock per
Holders may convert all or a portion of their notes at their option at any time prior to the close of business on the business day immediately preceding
Holders may require Harmonic to repurchase their notes upon the occurrence of a fundamental change (as defined in the indenture governing the notes) at a repurchase price equal to the principal amount thereof plus accrued and unpaid interest to, but excluding, the repurchase date. In addition, upon the occurrence of certain corporate events, Harmonic will increase the conversion rate for holders who convert in connection with such corporate events.
Harmonic anticipates that the closings of the Exchange will occur on or about
Neither the notes, nor any shares of Harmonic's common stock issuable upon conversion of the notes, have been, nor will be, registered under the Securities Act or any state securities laws and, unless so registered, such securities may not be offered or sold absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.
This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
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Investor Relations Contact: Michael Smiley, Investor Relations, Harmonic Inc., +1.408.490.6176