RH Exploring Potential $300 Million Convertible Notes Offering
December 04 2018 - 10:30AM
Business Wire
RH (NYSE: RH) announced today that it intends to explore a
potential offering of $300 million aggregate principal amount of
convertible notes due 2023 in a private offering to qualified
institutional buyers.
In the event the Company chooses to complete the proposed $300
million offering, RH would expect to enter into convertible note
hedge and warrant transactions that are designed to offset the
effect of any dilution from the conversion of the notes up to
approximately 100% over the common stock price at the time of
pricing of the notes.
The financing would be opportunistic and as such the proceeds
would be used to provide the Company with a flexible source of
funding to pursue favorable long term allocations of capital.
Proceeds of the offering would also be used to pay down the
outstanding borrowings under the Company’s credit facility and to
pay the net costs of the convertible note hedge and warrant
transactions.
The interest rate, conversion price and other terms of any new
issuance of notes are subject to the final pricing determination in
connection with any offering. The notes would be convertible into
cash, shares of RH’s common stock, or a combination thereof, at
RH’s election.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. The notes and the shares of common stock issuable
upon conversion of the notes, if any, will not be registered under
the Securities Act of 1933, as amended (the “Act”) or any state
securities laws, and unless so registered, may not be offered or
sold in the United States except pursuant to an exemption from the
registration requirements of the Act and applicable state laws.
About RH
RH (NYSE: RH) is a curator of design, taste and style in the
luxury lifestyle market. The Company offers collections through its
retail galleries, Source Books, and online at RH.com, RH
Modern.com, RHBabyandChild.com, RHTeen.com, and Waterworks.com.
Forward-Looking Statements
Some of the statements in this press release are
“forward-looking” and are made pursuant to the safe harbor
provision of the Private Securities Litigation Reform Act of 1995.
These “forward-looking” statements include statements relating to,
among other things, the proposed offering of the notes, the
anticipated terms of the notes and the convertible note hedge and
warrant transactions as well as any dilution impact to holders of
the common stock, any implications regarding the possible future
price of the Company’s common stock, the expected use of the net
proceeds from these transactions, the Company’s expectations
concerning market conditions for an offering of the notes, and any
statements or assumptions underlying any of the foregoing. These
statements involve risks and uncertainties that may cause results
to differ materially from the statements set forth in this press
release. The forward-looking statements in this press release speak
only as of the date of this press release and are subject to
uncertainty and changes. Given these circumstances, you should not
place undue reliance on these forward-looking statements. RH
expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to such forward-looking
statements to reflect any change in its expectations with regard
thereto or any changes in the events, conditions or circumstances
on which any such statement is based.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20181204005803/en/
RHCammeron McLaughlin, 415-945-4998SVP, Investor Relations &
Strategycmclaughlin@rh.com
RH (NYSE:RH)
Historical Stock Chart
From Apr 2024 to May 2024
RH (NYSE:RH)
Historical Stock Chart
From May 2023 to May 2024