InterDigital Announces Conversion Rate Adjustment to and Convertibility of 1.50% Senior Convertible Notes Due 2020

Company Release - 3/5/2018 4:30 PM ET

WILMINGTON, Del., March 05, 2018 (GLOBE NEWSWIRE) -- InterDigital, Inc. (NASDAQ:IDCC), a mobile technology research and development company, announced today an adjustment to the conversion rate applicable to its 1.50% Senior Convertible Notes due 2020 (the “Notes”).  In connection with the cash dividends previously announced by the Company and paid on July 26, 2017, October 25, 2017 and January 24, 2018, the conversion rate for the Notes has been increased to 13.9392 shares of the Company’s common stock (“Company Common Stock”) per $1,000 principal amount of Notes.

The Company also announced today that it plans to effect a corporate restructuring whereby the Company will create a new first-tier subsidiary corporation (“HoldCo”), which in turn will create a new direct subsidiary corporation (“Merger Sub”).  Merger Sub will merge with and into the Company, as a result of which the Company will become a direct wholly owned subsidiary of HoldCo and each outstanding share of common stock of the Company will be exchanged for shares of common stock of HoldCo (the “Reorganization”).  In connection with the Reorganization, the Notes will be convertible on or after March 6, 2018 until the 15th calendar day after the actual effective date of the Reorganization.  The Reorganization is expected to be effected on April 3, 2018.  Pursuant to the terms of the Indenture governing the Notes (the “Indenture”), the Notes are currently convertible at a rate of 13.9392 shares of Company Common Stock per $1,000 principal amount of the Notes (after taking into account the adjustment to the conversion rate discussed above).  The conversion rate will be further adjusted for any future quarterly dividends in accordance with the provisions of the Indenture.

Following the effectiveness of the Reorganization, the right of each holder to convert each $1,000 principal amount of Notes into shares of Company Common Stock will be changed to a right of such holders to convert each $1,000 principal amount of Notes into the number of shares of HoldCo common stock (“HoldCo Common Stock”) that a Holder of a number of shares of Company Common Stock equal to the conversion rate of the Notes immediately prior to effectiveness of the Reorganization would have been entitled to receive upon the Reorganization.  Upon the conversion of any Notes, InterDigital will pay or deliver cash, shares of Company Common Stock or HoldCo Common Stock, as applicable, or a combination of cash and shares of Company Common Stock or HoldCo Common Stock, as applicable, at InterDigital’s election, as set forth in the Indenture.

About InterDigital®

InterDigital develops technologies that are at the core of mobile devices, networks, and services worldwide.  We solve many of the industry's most critical and complex technical challenges, inventing solutions for more efficient broadband networks and a richer multimedia experience years ahead of market deployment.  InterDigital has licenses and strategic relationships with many of the world's leading wireless companies.  Founded in 1972, InterDigital is listed on NASDAQ and is included in the S&P MidCap 400® index.

InterDigital is a registered trademark of InterDigital, Inc.

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Patrick Van de Wille
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Source: InterDigital, Inc.