Trulia, Inc. announced that it intends to offer, subject to market conditions and other factors, $150 million aggregate principal amount of its convertible senior notes due 2020 (the "notes") in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Act"). Trulia also expects to grant the initial purchasers of the notes a 30-day option to purchase up to an additional $22.5 million aggregate principal amount of the notes to cover over-allotments, if any.
The notes will be convertible into shares of Trulia's common stock at the option of the holders at any time prior to the close of business on the business day immediately preceding the maturity date. The shares issuable upon conversion of the notes will be deemed outstanding for purposes of determining Trulia's net income and earnings per share.
Trulia may not redeem the notes prior to December 20, 2018. Trulia may redeem the notes, at its option, in whole or in part, on or after December 20, 2018 if the last reported sale price of its common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending within two trading days immediately prior to the date on which Trulia provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes being redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
Final terms of the notes, including the interest rate, initial conversion rate, and other terms, will be determined by negotiations between Trulia and the initial purchasers of the notes.
Trulia intends to use up to $30.0 million of the net proceeds from the offering to repurchase shares of its common stock from purchasers of the notes concurrently with this offering through one of the initial purchasers or its affiliate as Trulia's agent, and to use approximately $7.2 million of the net proceeds to repay all of the amounts outstanding under its credit facility and to terminate this facility upon the closing of the offering. Trulia intends to use the remainder of the net proceeds from the offering for working capital and other general corporate purposes, and may use a portion of the net proceeds to acquire or invest in complementary businesses, products, services, technologies, or other assets.
This announcement shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful. Any offer of the securities will be made only by means of a private offering memorandum. The notes and the shares of common stock issuable upon conversion of the notes will not be registered under the 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 Act and applicable state laws.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including, but are not limited to, the timing and occurrence of this proposed offering and the expected use of proceeds from the offering. Trulia's expectations and beliefs regarding these matters may not materialize as a result of certain risks and uncertainties, including the possibility that Trulia will not offer the notes or consummate the offering; changes in the final terms of the offering and the anticipated principal amount of the notes, which could differ based upon market conditions; changes in the anticipated use of the proceeds of the offering, including the anticipated amount of Trulia's common stock repurchased concurrently with the offering, which could change as a result of market conditions or for other reasons; and the impact of general economic, industry or political conditions in the United States or internationally. The forward-looking statements in this press release are based on information available to Trulia as of the date hereof, and Trulia disclaims any obligation to update any forward-looking statements, except as required by law.
Source: Trulia, Inc.
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