VeriSign to Offer 1.1 Billion Junior Subordinated
Convertible Debentures
MOUNTAIN VIEW, CA – August 13, 2007 – VeriSign, Inc. (Nasdaq:
VRSN) today announced that it proposes to offer $1.1 billion principal
amount of junior subordinated convertible debentures, subject to market
conditions and other factors. The debentures would be due in 2037
and are to be offered and sold to qualified institutional buyers pursuant
to Rule 144A under the Securities Act of 1933, as amended. The
conversion rate and other terms will be determined by negotiations between
the Company and the initial purchaser of the debentures. VeriSign
also intends to grant to the initial purchaser of the debentures the
right to purchase up to an additional $200 million principal amount
of debentures solely to cover overallotments.
VeriSign intends to use the net proceeds of the offering
of the debentures to repurchase shares of its common stock through an
accelerated share repurchase program and/or from institutional investors
in negotiated transactions. In connection with hedging its position
with respect to the accelerated share repurchase program, the counterparty
to such transaction or its affiliate expects to purchase shares of VeriSign
common stock concurrently with, or shortly after the offering of the
debentures and expects to purchase or sell shares of VeriSign common
stock in secondary market transactions during the term of the accelerated
share repurchase program. VeriSign intends to use any remaining
net proceeds for general corporate purposes.
If the initial purchaser’s overallotment option is
exercised, VeriSign intends to use the additional net proceeds to repurchase
additional shares of its common stock.
This announcement is neither an offer to sell nor
a solicitation of an offer to buy any of these securities and shall
not constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale is unlawful.
The debentures have not been registered under the
Securities Act of 1933, as amended, or any state securities laws and
may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements.
Forward-Looking Statements
This press release contains certain forward-looking statements that
are subject to known and unknown risks and uncertainties that could
cause the actual results to differ materially from those expressed or
implied by such statements. Such risk and uncertainties include, but
are not limited to whether or not VeriSign will offer the debentures
or consummate the offering, prevailing market conditions, the anticipated
principal amount of the debentures could differ based upon market conditions,
and the anticipated use of the proceeds of the offering could change
as a result of market conditions or for other reasons.
VRSNF
Contact
Investor Relations: Ken Bond, kbond@verisign.com,
650-426-3744
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