Source: Sun Microsystems
Sun Microsystems, Inc. (NASDAQ: SUNW) today announced a $700 million private placement transaction with KKR Private Equity Investors, L.P. (Euronext Amsterdam: KPE), the publicly traded fund of Kohlberg Kravis Roberts & Co. ("KKR"), one of the oldest and most experienced private equity firms.
The investment will be in the form of $350 million of convertible senior notes due in 2012, and $350 million of convertible senior notes due in 2014. Closing of the investment is scheduled for January 26, 2007, and is subject to meeting customary closing conditions. A nominee of KKR will be presented for appointment to the Sun Microsystems Board of Directors upon or shortly following the close of this transaction.
"We are excited to have the support of one of the world's premiere private equity firms. KKR has a stellar track record of creating value for shareholders, and bringing insight and opportunity to the companies in which it invests. This investment is an important validation of our strategy and competitive assets, and reflects endorsements from key customers, along with improving financial performance and market share gains," said Jonathan Schwartz, CEO of Sun Microsystems. "Sun is clearly becoming a vendor of choice in the race to build out the Internet's global infrastructure -- and we intend to use proceeds from this placement to pursue strategic opportunities for growth. We're looking forward to working with KKR to leverage its expertise, assets, global reach and relationships."
George R. Roberts, a founding member of KKR, said, "Sun Microsystems is a leader and innovator in the global technology marketplace. Jonathan Schwartz and his team have demonstrated remarkable vision and strong discipline in executing its turnaround strategy. This leadership, coupled with the world- class products and services for which Sun has always been known, underscores the Company's ability to sustain its recent momentum and the gains it has made in the marketplace. We are pleased to have the opportunity to pursue this investment through KKR Private Equity Investors in order to help Sun to best capitalize on its substantial growth potential."
The 2012 and 2014 notes will pay interest semi-annually at a rate of 0.625% and 0.750% per annum respectively. The 2012 and 2014 notes will be convertible, at the holder's option during specified periods, at a conversion price of $7.21 per share. Upon conversion, Sun Microsystems will deliver cash up to the principal amount and, at its option, cash or stock equal to the remaining conversion value. KPE's $700 million investment in Sun Microsystems includes financing provided to KPE by a major bank in the amount of $350 million.
Sun Microsystems will use a portion of the offering proceeds to fund convertible note hedge transactions which it entered into concurrently with the private placement transaction. These transactions are intended to offset the dilution to Sun's common stock resulting from potential future conversion of the notes. Concurrent with entering into the convertible note hedges, Sun Microsystems also entered into separate transactions to sell warrants to purchase shares of its common stock. These transactions will generally have the effect of increasing the effective conversion price of the notes. The warrants associated with the 2012 notes have an exercise price that represents an approximate 60% premium to the closing price of Sun Microsystems common stock on January 22, 2007. The warrants associated with the 2014 notes have an exercise price that represents an approximate 75% premium to the closing price of Sun Microsystems common stock on January 22, 2007.
The counterparty to these transactions, or its affiliates, may purchase shares of Sun Microsystems common stock or enter into derivative transactions in Sun Microsystems common stock concurrently with or following the pricing of the notes.
Today's announcement does not constitute an offer to sell or the solicitation of an offer to buy securities.