Monster also granted the initial purchasers of the notes an option to purchase up to an additional
The notes will be unsecured, senior obligations of Monster, and interest will be payable semi-annually at a rate of 3.50% per annum. The notes will mature on
The conversion rate for the notes will initially be 187.7405 shares per
In connection with the pricing of the notes, Monster entered into a capped call transaction with an affiliate of one of the initial purchasers (the “option counterparty”). The capped call transaction is expected generally to reduce potential dilution to the Common Stock and/or offset cash payments Monster would have to make in excess of the principal amount of any converted notes in the event that the market price per share of Common Stock, as measured under the terms of the capped call transaction, is greater than the strike price of the capped call transaction, which will initially correspond to the conversion price of the notes and be subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the notes. The cap price under the capped call transaction will initially be
In connection with establishing its initial hedge of the capped call transaction, the option counterparty and/or its affiliates expect to enter into various derivative transactions with respect to the Common Stock and/or purchase Common Stock in secondary market transactions concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of the Common Stock or the notes at that time.
If the initial purchasers exercise their over-allotment option, Monster may enter into an additional capped call transaction with the option counterparty.
Monster intends to use the net proceeds from the offering of the notes to pay for the cost of the capped call transaction, to repay in full the term loan under its existing credit facility and to repay a portion of the revolving debt under its existing credit facility (with no corresponding reduction of the existing revolving credit facility).
This announcement is neither an offer to sell, nor a solicitation of an offer to buy, any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. Any offer of these 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, if any, will not be registered under the Act or any state securities laws, and unless so registered, may not be offered or sold in