Switch, Inc. announced that its subsidiary Switch, Ltd. priced its private offering of $500 million in aggregate principal amount of its 4.125% senior unsecured notes due 2029. The offering is expected to close on June 7, 2021, subject to customary closing conditions. The private offering is exempt from the registration requirements of the Securities Act of 1933, as amended. The Notes will be guaranteed by each of the Issuer’s subsidiaries that guarantee the Issuer’s obligations under its senior secured credit facilities.
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The Issuer intends to use the net proceeds from the offering of the Notes to fund the purchase price for the acquisition of Data Foundry, Inc. pursuant to an Interest Purchase Agreement, dated as of May 3, 2021, among the Issuer, Data Foundry, Waterloo, Inc. and certain persons listed therein and to pay fees and expenses in connection with the Acquisition. The remaining net proceeds will be used for general corporate purposes.
If (i) the consummation of the Acquisition does not occur on or before July 31, 2021 (or such later date if the end date is extended under the Purchase Agreement) (the “End Date”) or (ii) the Issuer determines that the consummation of the Acquisition will not occur on or before the End Date, then the Issuer will be required to redeem all of the outstanding Notes at a redemption price equal to 100% of the principal amount of the outstanding Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
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The Notes have not been, and will not be, registered under the Securities Act, or any state securities laws, and thus, the Notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes have been offered to persons reasonably believed to be qualified institutional buyers in an offering exempt from registration pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside of the United States in compliance with Regulation S under the Securities Act. This announcement shall not constitute an offer to sell or a solicitation of an offer to buy any of these Notes or any security, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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