Inseego Corp. (INSG) Announces Expiration and Results of Its Exchange Offer and Consent Solicitation
SAN DIEGO--(BUSINESS WIRE)--
Inseego Corp. (successor issuer to Novatel Wireless, Inc.) (Nasdaq:
INSG), a leading global provider of solutions for the Internet of Things
(IoT), including software-as-a-service (SaaS), today announced the final
results of its previously announced consent solicitation and offer to
exchange each validly tendered and accepted $1,000 principal amount of
5.50% Convertible Senior Notes due 2020 issued by Novatel Wireless,
Inc., a wholly owned subsidiary of Inseego Corp. (the "Novatel
Wireless Notes"), for $1,000 principal amount of 5.50%
Convertible Senior Notes due 2022 to be issued by Inseego Corp. (the "Inseego
Notes"). The exchange offer and consent solicitation expired
immediately following 11:59 p.m., New York City time, on January 5, 2017.
As of the expiration of the exchange offer and consent solicitation,
$119,750,000 aggregate principal amount of the Novatel Wireless Notes
had been validly tendered for exchange and not withdrawn, representing
approximately 99.79% of the outstanding Novatel Wireless Notes. A total
of $119,750,000 of Inseego Notes will be issued in exchange for such
tendered Novatel Wireless Notes. A total of $250,000 principal amount of
Novatel Wireless Notes will remain outstanding after settlement of the
As Inseego Corp. also received the necessary consents to amend the
Novatel Wireless Notes and related indenture, those Novatel Wireless
Notes that will remain outstanding following the settlement of the
exchange offer will be subject to the terms of a supplemental indenture
implementing the amendments approved by the consenting holders.
Inseego Corp. expects that the settlement of the exchange offer will
occur on January 9, 2017.
A registration statement on Form S-4 (File No. 333- 214966) relating to
the exchange offer and related consent solicitation was filed with the
Securities and Exchange Commission (the "SEC") on December
7, 2016, and was declared effective by the SEC on January 4, 2017.
Inseego Corp. conducted this exchange offer and consent solicitation in
order to facilitate the previously announced planned sale of its mobile
broadband business, which includes its MiFi branded hotspots and USB
modem product lines (which is currently operated by Novatel Wireless,
Inc.) to T.C.L. Industries Holdings (H.K.) Limited, a Hong Kong limited
liability company, and Jade Ocean Global Limited, a British Virgin
Islands business company, for cash consideration of $50.0 million,
subject to potential adjustment based on the working capital and
indebtedness of Novatel Wireless, Inc. as of the closing of such sale.
The consummation of the sale is expected to occur in the first quarter
Jefferies LLC is acting as dealer manager for the exchange offer and
consent solicitation and D.F. King & Co., Inc. is acting as exchange
agent and information agent for the exchange offer and consent
This press release does not constitute an offer to sell or exchange or
the solicitation of an offer to buy or exchange any securities, nor
shall there be any exchange of the Inseego Notes for Novatel Wireless
Notes pursuant to the exchange offer and consent solicitation in any
jurisdiction in which such exchange would be unlawful prior to
registration or qualification under the laws of such jurisdiction.
About Inseego Corp.
Inseego Corp. (Nasdaq: INSG) is a leading global provider of
software-as-a-service (SaaS) and solutions for the Internet of Things
(IoT). The Company sells its telematics solutions under the Ctrack
brand, including its fleet management, asset tracking and monitoring,
stolen vehicle recovery, and usage-based insurance platforms. Inseego
Corp. also sells business connectivity solutions and device management
services through Novatel Wireless, Inc. and Feeney Wireless (FW).
Inseego Corp. has over 30 years of experience providing customers with
secure and insightful solutions and analytics, with approximately
590,000 global subscribers, including 182,000 fleet management
subscribers. The Company is headquartered in San Diego, California. www.inseego.com
Where You Can Find Additional Information
Further details regarding the terms and conditions of the exchange offer
and consent solicitation, including descriptions of the Inseego Notes
and the material differences between the Inseego Notes and the Novatel
Wireless Notes, can be found in the registration statement that has been
filed with the SEC, and in a tender offer statement on Schedule TO that
has been filed with the SEC. The registration statement, the tender
offer statement and other related documents, when filed, can be obtained
for free from the SEC's website at www.sec.gov.
Documents are also available for free upon oral request made to Inseego
Corp. at (858) 812-3400 or written request made to Inseego Corp.,
Attention: Corporate Secretary, 9605 Scranton Road, Suite 300, San
Diego, CA 92121 and from the Company's website at www.inseego.com.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release may constitute forward-looking
statements. These forward-looking statements relate to a variety of
matters, including, without limitation, statements regarding Inseego
Corp.'s ability to successfully settle the exchange offer and complete
the related consent solicitation and the timing and expected proceeds of
the sale of Novatel Wireless, Inc. These forward-looking statements are
made on the basis of the current beliefs, expectations and assumptions
of the management of Inseego Corp. and are subject to significant risks
and uncertainty. Investors are cautioned not to place undue reliance on
any such forward-looking statements. All such forward-looking statements
speak only as of the date they are made, and Inseego Corp. undertakes no
obligation to update or revise these statements, whether as a result of
new information, future events or otherwise, except as may be required
by law. These forward-looking statements also involve many risks and
uncertainties that may cause actual results to differ materially from
what may be expressed or implied in these forward-looking statements.
For a further discussion of risks and uncertainties that could cause
actual results to differ from those expressed in these forward-looking
statements, as well as risks relating to the business of Inseego Corp.
in general, see the risk disclosures in our Annual Report on Form 10-K
for the year ended December 31, 2015, and in other subsequent filings
made with the SEC by Novatel Wireless, Inc. and Inseego Corp. (available
View source version on businesswire.com: http://www.businesswire.com/news/home/20170106005340/en/
Media Relations Contact:
Michael Sklansky, 858-431-0792
Source: Inseego Corp.
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