ITEM 1.01. Entry into a Material Definitive Agreement.
On the Closing Date, the Company and U.S. Bank Trust Company, National
Association (the "Convertible Notes Trustee"), entered into (i) a First
Supplemental Indenture (the "1.00% Debentures Supplemental Indenture"), dated as
of March 4, 2022, which supplements the Indenture, dated as of December 7, 2015
(as supplemented by the 1.00% Debentures Supplemental Indenture, the "1.00%
Debentures Indenture"), by and between the Company and the Convertible Notes
Trustee, governing the Company's 1.00% Senior Convertible Debentures due 2035
(the "1.00% Convertible Debentures"), of which approximately $102.4 million
aggregate principal amount was outstanding on March 3, 2022 and (ii) a First
Supplemental Indenture (the "1.25% Notes Supplemental Indenture" and, together
with the 1.00% Debentures Supplemental Indenture, the "Supplemental
Indentures"), dated as of March 4, 2022, which supplements the Indenture, dated
as of March 17, 2017 (as supplemented by the 1.25% Notes Supplemental Indenture,
the "1.25% Notes Indenture" and, together with the 1.00% Debentures Indenture,
the "Indentures"), by and between the Company and the Convertible Notes Trustee,
governing the Company's 1.25% Senior Convertible Notes due 2025 (the "1.25%
Convertible Notes" and, together with the 1.00% Convertible Debentures, the
"Convertible Notes"), of which approximately $261.4 million aggregate principal
amount was outstanding on March 3, 2022.
The Supplemental Indentures provide that, from and after the date of the
Supplemental Indentures, the right to convert each $1,000 principal amount of
the Convertible Notes will be changed into a right to convert such principal
amount of the Convertible Notes into $56.00 in cash in respect of each share of
the Company's common stock, par value $0.001 per share ("Company Common Stock"),
into which the Convertible Notes would otherwise be convertible, which will be
$2,321.6256 per $1,000 principal amount of 1.00% Convertible Debentures and
2
--------------------------------------------------------------------------------
$2,844.5592 per $1,000 principal amount of 1.25% Convertible Notes. However, if
a conversion occurs on or after the effective date of the Merger, and on or
prior to the close of business on the business day immediately prior to April 1,
2022 (the "Fundamental Change Repurchase Date"), pursuant to Section 10.05 of
the Indentures, holders shall be entitled to receive, upon conversion,
$2,321.9504 per $1,000 principal amount of 1.00% Convertible Debentures and
. . .
ITEM 1.02. Termination of a Material Definitive Agreement.
On the Closing Date, the Company repaid all outstanding borrowings under the
Revolving Credit Agreement, dated as of February 4, 2021, among the Company, as
borrower, the lenders party thereto and Barclays Bank PLC, as administrative
agent (the "Existing Revolving Credit Facility") and terminated the revolving
credit commitments thereunder. Upon such repayment and termination all security
interests under the Existing Revolving Credit Facility were automatically and
irrevocably released and discharged.
Information in Item 8.01 as to the satisfaction and discharge of the indenture
governing the 5.625% Senior Notes due 2026 (CUSIP No. 67020Y AQ3) (the "5.625%
Senior Notes") is incorporated by reference into this Item 1.02.
ITEM 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introduction of this Current Report on Form 8-K
is incorporated by reference in this Item 2.01.
The description of the effects of the Merger Agreement and the transactions
contemplated thereby does not purport to be complete and is subject to, and
qualified in its entirety by reference to, the full text of the Merger Agreement
which was filed as Exhibit 2.1 to the Company's Form 8-K, filed with the SEC
on April 13, 2021 and which is incorporated into this Item 2.01 by reference.
ITEM 2.04. Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The description contained under the Introductory Note above and in Item 1.01 of
this Current Report on Form 8-K is hereby incorporated by reference in its
entirety into this Item 2.04.
The consummation of the Merger constitutes a Fundamental Change and a Non-Stock
Change of Control under each Indenture (each, as defined in the applicable
Indenture). The effective date of each such Fundamental Change and Non-Stock
Change of Control is March 4, 2022, the date of the consummation of the Merger.
Accordingly, following the Merger, each holder of the Convertible Notes has the
right to (i) convert its Convertible Notes into $56.00 in cash in respect of
each share of the Company Common Stock into which the Convertible Notes would
have otherwise been convertible, or (ii) require that the Company repurchase
such holder's Convertible Notes for cash at a repurchase price equal the
principal amount of such Convertible Notes plus accrued and unpaid interest
thereon to, but excluding, the repurchase date. In addition, as a result of the
Non-Stock Change of Control, holders of the Convertible Notes who convert their
Convertible Notes at any time on or after the effective date of the Merger, and
on or prior to the close of business on the business day immediately prior to
the Fundamental Change Repurchase Date, shall be entitled to convert their
Convertible Notes at an increased conversion rate entitling such holders to
receive, upon conversion, $2,321.9504 per $1,000 principal amount of 1.00%
Convertible Debentures and $2,863.9184 per $1,000 principal amount of 1.25%
Convertible Notes.
3
--------------------------------------------------------------------------------
ITEM 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in the Introduction of this Current Report on Form 8-K
is incorporated by reference in this Item 3.01.
In connection with the closing of the Merger, the Company notified The NASDAQ
Stock Market LLC ("NASDAQ") that the Merger had been consummated and, as a
result, trading of the Shares on NASDAQ has been halted prior to the opening of
NASDAQ on the Closing Date. The Company requested NASDAQ to file with the SEC a
notification of removal from listing and registration on Form 25 with the SEC to
effect the delisting of the Shares from NASDAQ and the deregistration of the
Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). The Company intends to file with the SEC a Form 15
suspending the Company's reporting obligations under Sections 13 and 15(d) of
the Exchange Act.
ITEM 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introduction and under Item 2.01, Item 5.01 and
Item 5.03 of this Current Report on Form 8-K is incorporated by reference in
this Item 3.03.
ITEM 5.01. Changes in Control of Registrant.
The information set forth in the Introduction and under Item 2.01, Item 5.02 and
Item 5.03 of this Current Report on Form 8-K is incorporated by reference in
this Item 5.01.
As a result of the Merger, a change in control of the Company occurred, and the
Company is now a wholly-owned subsidiary of Parent.
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in the Introduction of this Current Report on Form 8-K
is incorporated by reference in this Item 5.02.
In connection with the consummation of the Merger, as contemplated by the Merger
Agreement (and not because of any disagreement with the Company), each of Lloyd
Carney, Mark Benjamin, Daniel Brennan, Thomas Ebling, Bob Finocchio, Laura
Kaiser, Michal Katz, Mark Laret, and Sanjay Vaswani resigned from his or her
respective position as a member of the board of directors of the Company, and
any committee thereof, effective immediately following the Effective Time. In
accordance with the terms of the Merger Agreement, at the Effective Time, Keith
R. Dolliver and Benjamin O. Orndorff, who constituted the directors of Merger
Sub as of immediately prior to the Effective Time, became the initial directors
of the surviving corporation, and such directors shall hold office in accordance
with the certificate of incorporation and bylaws of the surviving corporation
until their respective successors have been duly elected or appointed and
qualified.
ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal
Year.
At the Effective Time, (i) the Company's certificate of incorporation was
amended and restated in its entirety and (ii) the bylaws of Merger Sub became
the bylaws of the Company, each in accordance with the terms of the Merger
Agreement and the DGCL.
Copies of the Amended and Restated Certificate of Incorporation of the Company
and the Bylaws of the Company are filed as Exhibits 3.1 and 3.2 hereto,
respectively, and are incorporated herein by reference.
4
--------------------------------------------------------------------------------
ITEM 8.01. Other Events
On March 3, 2022, the Company issued a conditional notice of full redemption
(the "Conditional Notice of Full Redemption") pursuant to the indenture, dated
as of December 22, 2016 (as amended, supplemented or otherwise modified, the
"Senior Notes Indenture"), between the Company and U.S. Bank National
Association, as trustee, governing its 5.625% Senior Notes announcing that it
intends to redeem all of its outstanding 5.625% Senior Notes on April 2, 2022
(such date, the "Redemption Date") at a redemption price equal to 102.813% of
the principal amount of the 5.625% Senior Notes, plus accrued and unpaid
interest thereon, to, but not including, the Redemption Date. The Conditional
Notice of Full Redemption is conditioned on the consummation of the Merger
pursuant to the Merger Agreement. In connection with the closing of the Merger,
the condition was satisfied on March 4, 2022.
The redemption is being made solely pursuant to the Conditional Notice of Full
Redemption, which was delivered to the holders of the 5.625% Senior Notes by
U.S. Bank Trust Company, National Association, the trustee under the Senior
Notes Indenture. This Current Report on Form 8-K does not constitute a notice of
redemption of the 5.625% Senior Notes.
In connection with the redemption, on March 4, 2022, the Company satisfied and
discharged all of their remaining obligations under the Senior Notes Indenture
in accordance with its terms, and have placed funds sufficient for the
redemption payments into trust for the benefit of the holders of the 5.625%
Senior Notes pending the redemptions scheduled to occur on the Redemption Date.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
2.1 Agreement and Plan of Merger, dated as of April 11, 2021, by and among
Nuance Communications, Inc., Microsoft Corporation and Big Sky Merger Sub
Inc. (incorporated by reference to Exhibit 2.1 of Nuance Communications,
Inc.'s Current Report on Form 8-K filed with the SEC on February 24,
2021).
3.1 Amended and Restated Certificate of Incorporation of Nuance
Communications, Inc.
3.2 Amended and Restated Bylaws of Nuance Communications, Inc.
4.1 First Supplemental Indenture, dated as of March 4, 2022, between Nuance
Communications Inc. and U.S. Bank Trust Company, National Association, as
trustee.
4.2 First Supplemental Indenture, dated as of March 4, 2022, between Nuance
Communications Inc. and U.S. Bank Trust Company, National Association, as
trustee.
104 The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL (included as Exhibit 101).
5
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
NUANCE COMMUNICATIONS, INC. 
