Granite Construction Incorporated Announces Redemption of Outstanding 2.75% Convertible Senior Notes due 2024
06 Juni 2024 - 10:15PM
Business Wire
Granite Construction Incorporated (NYSE: GVA) (“Granite”) today
announced that it has called all of its outstanding 2.75%
convertible senior notes due 2024 (the “Convertible Notes”) (CUSIP
No. 387328 AB3) for redemption on August 19, 2024 (the “Redemption
Date”).
The redemption price will be an amount in cash equal to 100% of
the principal amount of each Convertible Note called for
redemption, plus accrued and unpaid interest on such Convertible
Note to, but excluding, the Redemption Date (the “Redemption
Price”).
To receive payment of the Redemption Price, any certificated
Convertible Notes and any other required documents must be
surrendered to Wilmington Trust, National Association, as paying
agent, on or prior to the Redemption Date. Convertible Notes held
through the Depository Trust Company (“DTC”) should be presented
for redemption in accordance with the applicable procedures of
DTC.
Convertible Notes called for redemption may be converted at the
election of the applicable holder at any time before the close of
business on August 15, 2024.
As a result of sending the notice of redemption, the current
conversion rate has been increased for all conversions of
Convertible Notes on or after today and through the close of
business on August 15, 2024 by 0.0139 shares. The conversion rate
(including the additional shares) for all conversions of
Convertible Notes on or after today and through the close of
business on August 15, 2024 is 31.7915 shares of Granite’s common
stock per $1,000 principal amount of Convertible Notes. This
conversion rate will remain subject to adjustment in accordance
with the indenture from time to time for certain events.
Granite has elected to settle conversions of Convertible Notes
on or after today and through the close of business on August 15,
2024 by paying cash up to the aggregate principal amount of the
Convertible Notes to be converted and delivering shares of
Granite’s common stock in respect of the remainder, if any, of the
conversion obligation in excess of the aggregate principal amount
of the Convertible Notes being converted.
In connection with the issuance of the Convertible Notes,
Granite entered into convertible note hedge transactions (the
“existing convertible note hedge transactions”) with certain
financial institutions (the “existing counterparties”), and Granite
also entered into separate warrant transactions (the “existing
warrant transactions”) with the existing counterparties. To the
extent Granite redeems any Convertible Notes, Granite intends to
unwind a corresponding portion of the existing convertible note
hedge transactions and a corresponding portion of the existing
warrant transactions (collectively, the “Unwind Transactions”). In
connection with the Unwind Transactions, Granite expects to enter
into agreements with the existing counterparties and receive a
number of shares of Granite’s common stock (and cash in lieu of any
fractional shares) in respect of the unwind of the portion of the
existing convertible note hedge transactions that correspond to
Convertible Notes redeemed and make payments in cash or issue
shares of Granite’s common stock in respect of the unwind of the
portion of the existing warrant transactions that correspond to the
Convertible Notes redeemed.
In connection with the Unwind Transactions, the existing
counterparties and/or their respective affiliates may enter into or
unwind various derivative transactions with respect to Granite’s
common stock and/or purchase or sell shares of Granite’s common
stock or other securities of Granite in secondary market
transactions concurrently with or shortly after the redemption of
the Convertible Notes. This activity may affect the price of
Granite’s common stock.
Forward-looking Statements
Any statements contained in this news release that are not based
on historical facts, including statements about the redemption of
the Convertible Notes, the Unwind Transactions, third parties
entering into or unwinding derivative transactions with respect to
Granite’s common stock and/or purchasing or selling Granite’s
common stock, and the potential impact of the foregoing on the
market price of Granite’s common stock, constitute forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are identified
by words such as “expects,” “estimates,” “intends,” “plans,”
“potential,” “may,” “will,” “could,” “would” and the negatives
thereof or other comparable terminology or by the context in which
they are made. These forward-looking statements are predictions
reflecting the best judgment of senior management and reflect our
current expectations regarding the redemption of the Convertible
Notes, the Unwind Transactions, third parties entering into or
unwinding derivative transactions with respect to Granite’s common
stock and/or purchasing or selling Granite’s common stock, and the
potential impact of the foregoing on the market price of Granite’s
common stock. These expectations may or may not be realized. Some
of these expectations may be based on beliefs, assumptions or
predictions that may prove to be incorrect. In addition, our
business and operations involve numerous risks and uncertainties,
many of which are beyond our control, which could result in our
expectations not being realized or otherwise materially affect our
business, financial condition, results of operations, cash flows
and liquidity. Such risks and uncertainties include, but are not
limited to, the risks related to the anticipated terms of, and the
effects of entering into, the Unwind Transactions and third parties
entering into or unwinding derivative transactions with respect to
Granite’s common stock and/or purchasing or selling Granite’s
common stock, market and general conditions, and those described in
greater detail in our filings with the Securities and Exchange
Commission, particularly those described in our Annual Report on
Form 10-K and Quarterly Reports on Form 10-Q.
Due to the inherent risks and uncertainties associated with our
forward-looking statements, the reader is cautioned not to place
undue reliance on them. The reader is also cautioned that the
forward-looking statements contained herein speak only as of the
date of this news release and, except as required by law; we
undertake no obligation to revise or update any forward-looking
statements for any reason.
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version on businesswire.com: https://www.businesswire.com/news/home/20240606323220/en/
Investors Wenjun Xu, 831-761-7861 Or Media Erin
Kuhlman, 831-768-4111
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