Layne Christensen to Offer $75 Million Aggregate Principal Amount of Convertible Senior Notes

November 11, 2013

The notes will be freely convertible from & including May 15, 2018, until the close of business on the scheduled trading day immediately preceding the maturity date of the notes

Layne Christensen convertible senior notes

Layne Christensen Co. announced its intention to offer and sell, subject to market and other conditions, $75 million aggregate principal amount of Convertible Senior Notes due 2018 in a private offering that is exempt from the registration requirement of the Securities Act of 1933, as amended.

The company expects to grant the initial purchaser of the notes an option to purchase up to an additional $15 million aggregate principal amount of the notes to cover over-allotments. The notes will mature on Nov. 15, 2018, and will be convertible into cash, shares of the company's common stock or a combination of cash and shares of the company's common stock, at the election of the company. The company must settle conversions in shares of its common stock before obtaining any necessary stockholder approval required by NASDAQ's listing standards.

Prior to May 15, 2018, the notes will be convertible only if certain conditions are satisfied. The notes will be freely convertible from and including May 15, 2018, until the close of business on the scheduled trading day immediately preceding the maturity date of the notes. The interest rate, initial conversion rate, offering price and other terms are to be determined by negotiations between the company and the initial purchaser. The company intends to use the net proceeds of this offering to repay a portion of the amounts outstanding under its revolving credit facility.

Jefferies will act as the sole initial purchaser for the offering.

Source:

Layne Christensen Co.

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