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| NUAN > SEC Filings for NUAN > Form 8-K on 16-Oct-2012 | All Recent SEC Filings |
16-Oct-2012
Entry into a Material Definitive Agreement, Other Events, Financial S
On October 15, 2012, Nuance Communications, Inc. (the "Company") entered into a Purchase Agreement (the "Purchase Agreement") with Morgan Stanley & Co. LLC, as representative of the several initial purchasers named therein (the "Initial Purchasers"), to sell to the Initial Purchasers $350 million aggregate principal amount of its 5.375% Senior Notes due 2020 (the "Notes"). The Notes will be sold in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act . The sale of the Notes is expected to close on October 22, 2012, subject to the satisfaction of customary closing conditions. The Notes will be issued pursuant to that certain Indenture, dated as of August 14, 2012 (the "Indenture"), by and among the Company, the guarantors party thereto and U.S. Bank National Association, as trustee, and will have identical terms to, and be treated as a single class for all purposes with, the Company's $700 million aggregate principal amount of 5.375% Senior Notes due 2020 already outstanding. The Company estimates that the net proceeds from the issuance of the Notes will be approximately $353.3 million, after deducting the Initial Purchasers' discounts and commissions and estimated offering expenses. A copy of the Purchase Agreement is attached hereto as Exhibit 10.1 and is incorporated by reference herein. The foregoing descriptions of the Notes and the Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the Indenture, the Notes and the Purchase Agreement.
On October 15, 2012, the Company issued a press release announcing the pricing of its offering of the Notes. A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.
(d) Exhibits
10.1 Purchase Agreement, dated October 15, 2012, by and among Nuance Communications, Inc., the guarantors party thereto and Morgan Stanley & Co. LLC.
99.1 Press release of Nuance Communications, Inc. dated October 15, 2012.
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