WATERLOO, ON, Jan. 23,
2024 /PRNewswire/ -- BlackBerry Limited (NYSE:
BB; TSX: BB) ("BlackBerry") announced today that it intends to
offer, subject to market and other conditions, $160 million aggregate principal amount of
Convertible Senior Notes due 2029 (the "notes") in a private
offering. The notes will be offered only to persons reasonably
believed to be qualified institutional buyers in accordance with
Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"), and pursuant to prospectus exemptions in
Canada and other jurisdictions.
BlackBerry also expects to grant the initial purchasers of the
notes the option to purchase, within a 13-day period beginning on,
and including, the date on which the notes are first issued, up to
an additional $25 million aggregate
principal amount of the notes.
BlackBerry intends to use the net proceeds from the offering of
the notes to fund the repayment or repurchase of its outstanding
$150 million aggregate principal
amount of 1.75% extendible convertible unsecured debentures due
February 15, 2024 (the "Existing
Debentures") and the remainder, if any, for general corporate
purposes.
The notes will be BlackBerry's general unsecured obligations,
ranking senior to BlackBerry's obligations under the Existing
Debentures. The notes will mature on February 15, 2029, unless earlier converted,
redeemed or repurchased. BlackBerry may satisfy any conversions of
the notes by paying or delivering, as the case may be, cash, its
common shares or a combination of cash and its common shares, at
BlackBerry's election (or, in the case of any notes called for
redemption that are converted during the related redemption period,
solely its common shares). The interest rate on, the initial
conversion rate of, and other terms of the notes will be determined
at the time of pricing of the offering.
The closing of the offering will be subject to customary
conditions, including approval from the Toronto Stock Exchange.
The offer and sale of the notes and the common shares issuable
upon conversion of the notes, if any, have not been registered
under the Securities Act or any state securities laws. Unless a
subsequent sale is registered under the Securities Act, the notes
and the common shares issuable upon conversion of the notes, if
any, may only be offered or sold in the
United States in a transaction that is exempt from, or in a
transaction not subject to, the registration requirements of the
Securities Act and other applicable securities laws.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any of these securities nor shall
there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful
prior to the registration or qualification under the securities
laws of any such state or jurisdiction. Any offers of the notes
will be made only to persons reasonably believed to be qualified
institutional buyers by means of a private offering memorandum in
accordance with Rule 144A under the Securities Act. The notes will
be offered in Canada and other
jurisdictions under available prospectus exemptions.
About BlackBerry
BlackBerry (NYSE: BB; TSX: BB) provides intelligent security
software and services to enterprises and governments around the
world. The company's software powers over 235M vehicles. Based in Waterloo, Ontario, the company leverages AI
and machine learning to deliver innovative solutions in the areas
of cybersecurity, safety and data privacy solutions, and is a
leader in the areas of endpoint security management, encryption,
and embedded systems. BlackBerry's vision is clear - to secure a
connected future you can trust.
BlackBerry. Intelligent Security. Everywhere.
Cautionary Note Regarding Forward-Looking
Statements
Certain statements in this press release, including, among
others: the proposed terms of the notes; the size of the notes
offering, including the potential exercise of the initial
purchasers' option to purchase additional notes and the expected
use of the net proceeds from the sale of the notes, are
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 and applicable Canadian
securities laws. Forward-looking statements are often characterized
by the use of words such as "believes," "estimates," "expects,"
"projects," "may," "will," "intends," "plans," "should," or
"anticipates," and similar expressions. All forward-looking
statements in this press release are based on Blackberry's current
expectations, forecasts, estimates and assumptions, and involve
risks, uncertainties and other factors that could cause results or
events to differ materially from those expressed in the
forward-looking statements.
Additional factors that could cause results to differ materially
from those projected in the forward-looking statements are
contained in BlackBerry's most recent Annual Report on Form 10-K
and Quarterly Report on Form 10-Q, including in the "Cautionary
Note Regarding Forward-Looking Statements" section of BlackBerry's
MD&A (copies of which may be obtained at www.sedarplus.ca or
www.sec.gov). All of these factors should be considered carefully,
and readers should not place undue reliance on BlackBerry's
forward-looking statements. Forward-looking statements are intended
to enable BlackBerry's shareholders to view the anticipated
performance and prospects of BlackBerry from management's
perspective at the time such statements are made, and they are
subject to the risks that are inherent in all forward-looking
statements, as described above, as well as difficulties in
forecasting BlackBerry's financial results and performance for
future periods, particularly over longer periods, given changes in
technology and BlackBerry's business strategy, evolving industry
standards, intense competition and short product life cycles that
characterize the industries in which BlackBerry operates.
BlackBerry has no intention and undertakes no obligation to update
or revise any forward-looking statements, whether as a result of
new information, future events or otherwise, except as required by
applicable law.
Investor Contact:
BlackBerry Investor Relations
+1 (519) 888-7465
investorrelations@blackberry.com
Media Contact:
BlackBerry Media Relations
+1 (519) 597-7273
mediarelations@blackberry.com
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SOURCE BlackBerry Limited