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8-K - FORM 8-K - DIGITAL RIVER INC /DE | c60964e8vk.htm |
Exhibit 99.1
FOR IMMEDIATE RELEASE |
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Investor Relations Contact:
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Media Relations Contact: | |
Ed Merritt
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Gerri Dyrek | |
Vice President, Investor Relations
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Group Vice President, Corporate Marketing | |
investorrelations@digitalriver.com
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gdyrek@digitalriver.com | |
+1 952-540-3362
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+1 952-253-1234, ext. 38396 |
Digital River Announces Pricing of $300 Million in Convertible Senior Notes Due 2030
MINNEAPOLIS, Oct. 26, 2010 Digital River, Inc. (NASDAQ: DRIV), a leading provider of global
e-commerce solutions, announced today the pricing of its previously announced offering of $300
million in aggregate principal amount of 2.00 percent Convertible Senior Notes due 2030 (the
Notes). Digital River has also granted the initial purchasers a 30-day over-allotment option to
purchase up to an additional $45 million aggregate principal amount of Notes on the same terms and
conditions. Digital River expects to close the offering of the Notes on or about Nov. 1, 2010,
subject to satisfaction of various customary closing conditions. The Notes are being offered and
sold only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933,
as amended (the Securities Act).
The Notes will bear interest at a fixed rate of 2.00 percent per year, payable semiannually in
arrears on May 1 and Nov. 1 of each year, beginning on May 1, 2011. The Notes will be convertible
into shares of Digital Rivers common stock, based on an initial conversion rate of 20.3537 shares
of Digital Rivers common stock per $1,000 principal amount of Notes, which is equivalent to an
initial conversion price of approximately $49.13 per share of common stock and represents a premium
of approximately 32.50 percent above the last reported sale price of Digital Rivers common stock
on the NASDAQ Global Select Market on Oct. 26, 2010, (which was $37.08 per share). The conversion
rate and conversion price are subject to adjustment in certain events, such as distributions of
dividends or stock splits. The Notes will mature on Nov. 1, 2030, unless previously repurchased,
redeemed or converted in accordance with their terms prior to such date. The Notes will be Digital
Rivers senior unsecured obligations and will rank equally with all of its existing and future
senior unsecured debt and senior to all of its existing and future subordinated debt.
The company intends to use up to $35 million of the net proceeds from the sale of the Notes to
repurchase shares of its common stock pursuant to its share buyback program, and the remainder of
the net proceeds from the sale of the Notes for general corporate and strategic purposes.
This communication does not constitute an offer to sell or a solicitation of an offer to buy any
securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which
such offer, solicitation or sale would be unlawful. The Notes and the shares of Digital River
common stock issuable upon conversion of the Notes will not be registered under the Securities Act,
or the securities laws of any other jurisdiction, and may not be offered or sold in the United
States absent registration under the Securities Act or an applicable exemption from registration
requirements.
About Digital River, Inc.
Digital River, Inc., a leading provider of global e-commerce solutions, builds and manages online
businesses for software and game publishers, consumer electronics manufacturers, distributors,
online retailers and affiliates. Founded in 1994, Digital River is headquartered in Minneapolis
with offices across the U.S., Asia, Europe and South America.
Forward-Looking Statements
This press release contains forward-looking statements, including statements regarding the
companys convertible note offering, the anticipated closing thereof and the use of proceeds
therefrom, as well as statements containing the words anticipates, intends, plans, will, or
expects and similar words. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors, including market conditions and variability of the companys
operating results, as well as other risk factors referenced in the companys public filings with
the Securities and Exchange Commission, including the Report on Form 8-K filed on Oct. 26, 2010,
which may cause the actual results to differ materially from those expressed or implied by such
forward-looking statements.
Digital River is a registered trademark of Digital River, Inc. All other trademarks and registered
trademarks are trademarks of their respective owners.
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