Attached files
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| EX-4.1 - ShengdaTech, Inc. | v205610_ex4-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported): December 15, 2010
(December 14, 2010)
SHENGDATECH,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
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Nevada
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001-31937
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26-2522031
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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Unit
2003, East Tower, Zhong Rong Heng Rui International Plaza,
620 Zhang
Yang Road, Pudong District, Shanghai 200122
People's Republic of
China
(Address
of Principal Executive Offices)
Registrant’s
telephone number, including area
code: 86-21-58359979
Not
applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement
On
December 9, 2010, ShengdaTech, Inc. (the “Company”) announced the pricing of
$130 million aggregate principal amount of the Company’s 6.50% Senior
Convertible Notes due 2015 (the “Notes”) to be issued in a private offering (the
“Note Offering”) to “qualified institutional buyers” as defined in Rule 144A
under the Securities Act of 1933, as amended (the “Act”).
On
December 14, 2010, the Company issued $130 million aggregate principal amount of
the Notes in the Note Offering. The Notes are general senior
unsecured obligations of the Company, ranking equally in right of payment to all
of the Company’s other existing and future unsecured, unsubordinated
obligations, and ranking senior in right of payment to any of the Company’s
existing and future obligations expressly subordinated in right of payment to
the Notes, but are effectively subordinated to all existing and future
obligations of the Company’s subsidiaries. The Notes bear interest at
a rate of 6.50% per annum on the principal amount, payable semi-annually, in
arrears.
The net
proceeds to the Company from the Note Offering were approximately $123.5
million, after deducting discounts and commissions to the initial
purchasers. The completion of the Note Offering was conditional upon
a certain amount of the Company’s 6.0% Convertible Senior Notes due 2018 (the
“Notes due 2018”) being repurchased by the Company and surrendered to the
trustee for cancellation such that at least 75% of the original issuance amount
of the Notes due 2018 are no longer outstanding. Net proceeds of
approximately $67.2 million were used to repurchase a portion of the
Notes due 2018. The Company
intends to use the remainder to finance its NPCC production capacity
expansion, research and development activities and other working capital
requirements.
Indenture
The Notes
were issued pursuant to an indenture, dated as of December 14, 2010 (the
“Indenture”), by and between the Company and Bank of New York Mellon, as
trustee, conversion agent and principal paying agent.
Subject
to fulfillment of certain conditions and during the period prior to the close of
business on the business day immediately preceding the maturity date, the Notes
will be convertible into shares of the Company’s common stock. The initial
conversion rate is 164.6904 shares per $1,000 principal amount of Notes
(equivalent to an initial conversion price of approximately $6.07 per
share), subject to adjustment on the occurrence of specified
events.
Holders
of the Notes have the right to require the Company to repurchase, for cash, all
or any portion of their Notes on December 15, 2013 at a price equal to 100% of
the principal amount of the Notes to be purchased, plus accrued and unpaid
interest.
If the Company experiences
a fundamental change, as that term is defined in the Indenture, Holders
of the Notes will have the right, at their option, to require the Company to
purchase for cash all or a portion of the Notes. The fundamental change purchase
price is equal to 100% of the principal amount of the Notes to be purchased plus
any accrued and unpaid interest, including additional interest, if any, to, but
excluding, the fundamental change repurchase date.
The
description of the Notes and the Indenture contained in this Current Report on
Form 8-K is qualified in its entirety by reference to the complete text of the
Indenture, a copy of which is filed herewith as Exhibit 4.1.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
See
Item 1.01 above, which is incorporated by reference herein.
Item
3.02 Unregistered Sales of Equity Securities.
See
Item 1.01 above, which is incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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4.1
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Indenture,
dated as of December 14, 2010, by and between the Company and Bank of New
York Mellon, as trustee, conversion agent and principal paying
agent.
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Signature
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ShengdaTech,
Inc.
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Date: December
15, 2010
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By:
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/s/
Xiangzhi Chen
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Xiangzhi
Chen
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Chairman
and Chief Executive Officer
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