tw telecom Announces Pricing of Private Placement of Senior Notes
tw telecom (NASDAQ: TWTC) today announced that its subsidiary, tw telecom holdings inc., has priced an offering of $480 million aggregate principal amount of 5.375% Senior Notes due 2022 in a private offering to "qualified institutional buyers," as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and non-U.S. persons outside the United States under Regulation S under the Securities Act. The senior notes were priced to investors at 100% of their principal amount.
The company plans to use the net proceeds from the offering to settle the conversion obligations for the tw telecom inc. 2 3/8% Convertible Senior Debentures due 2026 to the extent holders elect to convert their debentures and the company elects to settle the conversion obligations in whole or in part in cash, or if the company otherwise redeems the debentures. The Convertible Senior Debentures are redeemable at the company's option on or after April 6, 2013. Any net proceeds not used for these purposes will be used for general corporate purposes. Pending the application of the net proceeds to these uses, the company plans to invest the proceeds in cash equivalents. The offering is expected to close on October 2, 2012.
This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, the senior notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any offers of the senior notes will be made only by means of a private offering circular. The senior notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
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