InterDigital Announces Upsize and Pricing of Private Offering of $400 Million of… – Press Release


WILMINGTON, Del., May 25, 2022 (GLOBE NEWSWIRE) — InterDigital, Inc. (“InterDigital”) IDCC announced today the pricing of its private offering of $400.0 million aggregate principal amount of 3.50% Senior Convertible Notes due 2027 (the “notes”) to be sold to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Act”).   The size of the offering was increased from the previously announced $350 million in aggregate principal amount. InterDigital has granted the initial purchasers of the notes a 13-day option to purchase up to an additional $60.0 million aggregate principal amount of notes. The offering is expected to close on May 27, 2022, subject to certain closing conditions.

Key elements of the transaction today include:

  • $400 million 3.50% Senior Convertible Notes due 2027 offering
  • Repurchase of approximately $273.8 million aggregate principal amount of 2.00% Convertible Senior Notes due 2024 issued in 2019 (the “2024 notes”) and unwind of related call spread
  • Repurchase of approximately $75.0 million of shares of InterDigital common stock

The Notes

The notes will be InterDigital’s senior unsecured obligations. The notes will pay interest semi-annually in cash on June 1 and December 1 at a rate of 3.50% per year, and will mature on June 1, 2027. The holders of the notes will have the ability to require InterDigital to repurchase all or any portion of their notes for cash in the event of a fundamental change. In such case, the repurchase price would be 100% of the principal amount of the notes being repurchased plus any accrued and unpaid interest.

Prior to March 1, 2027, the notes will be convertible only upon the occurrence of certain events and during certain periods, and thereafter, at any time until the second scheduled trading day preceding the maturity date. The notes will be convertible at an initial conversion rate of 12.9041 shares of InterDigital common stock per $1,000 principal amount of the notes,…