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Cadence Design Systems Inc. Message Board

  • picsob picsob Nov 22, 2008 3:41 PM Flag

    Convertible Senior Notes

    CDNS has $500m worth of debt "convertible senior notes" due in 2011 and 2013. Holders can convert these before if "the trading price of the notes falls below a certain threshold" or "specified corporate transactions occur." I haven't been able to find anymore info on these conditions except that as of 6/28/08 10Q they hadn't been met. Early conversion would obviously hurt their cash position. Anyone know more? or where you can find this type of information?

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    • Anybody have an inkling when Cadence will announce Q3 with all the restatements ? Wondering how many ratable deals from past quarters were recognized as upfront revenue ? It's concerning that it has taken this long if there is really only just one deal in question.

    • Found this

      Looks like 250 mil is due 2011 the other half 2013, it also says they spent 200mil of the proceeds on paying of previous notes and much of the rest buying cadence stock as a hedge, back in Dec 06 when the piece was written the price was about $19 a share. I bet they feel a little silly now.

    • Looks like delisting is an Extraordinary event that triggers redemption if I understand legalese..

      Extraordinary Events applicable to the Transaction:
      Merger Events: Notwithstanding Section 12.1(b) of the Equity Definitions, a “Merger Event” means the occurrence of any event or condition defined as a “Merger Event” in Section 13.05 of the Indenture. Immediately upon the occurrence of any Merger Event, Counterparty shall notify the Calculation Agent of such Merger Event; and once the adjustments to be made to the terms of the Indenture and the Convertible Notes in respect of such Merger Event have been determined, Counterparty shall immediately notify the Calculation Agent in writing of the details of such adjustments.

      Notice of Merger Consideration: Upon the occurrence of a Merger Event that causes the Shares to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), Counterparty shall reasonably promptly (but in any event prior to the Merger Date) notify the Calculation Agent of the weighted average of the types and amounts of consideration received by the holders of Shares entitled to receive cash, securities or other property or assets with respect to or in exchange for such Shares in any Merger Event who affirmatively make such an election.

      Consequence of Merger Events: Notwithstanding Section 12.2 of the Equity Definitions, upon the occurrence of a Merger Event, the Calculation Agent shall make a corresponding adjustment in respect of any adjustment under the Indenture to any one or more of the nature of the Shares, the Number of Options, the Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction; provided, however, that such adjustment shall be made without regard to any adjustment to the Conversion Rate for the issuance of additional shares as set forth in Section 13.01(e) or Section 13.03(g) of the Indenture.

      Nationalization, Insolvency or Delisting: Cancellation and Payment (Calculation Agent Determination); provided that (i) Section 12.6(a)(iii) of the Equity Definitions shall be amended to delete, in the definition of the term “Delisting” the parenthetical “(or will cease)” and (ii) in addition to the provisions of Section 12.6(a)(iii) of the Equity Definitions, it shall also constitute a Delisting if the Exchange is located in the United States and the Shares are not immediately re-listed, re-traded or re-quoted on any of the New York Stock Exchange, the American Stock Exchange, The NASDAQ Global Select Market or the NASDAQ Global Market (or their respective successors); if the Shares are immediately re-listed, re-traded or re-quoted on any such exchange or quotation system, such exchange or quotation system shall thereafter be deemed to be the Exchange and the Calculation Agent shall make any adjustments it deems necessary to the terms of the Transaction, as if Modified Calculation Agent Adjustment were applicable to such event.

    • Might find it in the Cadence Design Systems - Convertible Note Hedge Transaction under:

      If you are willing to shell out 35$

24.05+0.040(+0.17%)Jul 29 4:00 PMEDT