Troubled SSD maker OCZ Technology announced it has secured $13 million in a private placement of senior secured convertible debt and warrants. The press release mentions that the senior secured convertible debentures are secured by a lien on all of OCZ's assets, and that they mature on the one year anniversary of the closing date. The interest rate for this debt is 9 percent. On top of that, OCZ also announces it will amend a $10 million loan agreement with Hercules Technology Growth Capital Inc. because it didn't meet certain financial requirements. As a result, around 3.9 million warrants will be cancelled, and the loan will now be payable on June 1, 2014, and will include a loan fee of $6.5 million.
OCZ Technology Group, Inc. (NASDAQ: OCZ) (the "Company"), a leading provider of high-performance solid-state drives (SSDs) and power management solutions for computing devices and systems, today announced that it has signed definitive agreements with various institutional and accredited investors to raise gross proceeds of approximately $13 million in a private placement of Senior Secured Convertible Debentures and Warrants. The transaction is subject to customary closing conditions. The Senior Secured Convertible Debentures are secured by a lien on all of the assets of OCZ Technology Group, Inc. and its subsidiaries, and are subordinate to the Hercules Technology Growth Capital, Inc. ("Hercules") Loan and Security Agreement. The debentures carry a 9 percent interest rate per year, payable in cash, and will mature on the one year anniversary of the closing date. The debentures are convertible into shares of OCZ Technology common stock at a conversion price of $1.70 per share.
In connection with the offering of the debentures, warrants will also be issued at closing that provide investors the opportunity to purchase common stock equal to 75 percent of the number of shares into which the debentures will be convertible, and at a strike price of $0.75 per share. The warrants will have a 5 year term from the closing date. Both the conversion price of the debentures and the exercise price of the warrants are subject to price adjustments in relation to anti-dilution events. "This new financing provides OCZ with additional capital to continue the transformation of our business as the Company continues to focus on delivering high performance, client and enterprise solid state storage solutions," stated Rafael Torres, CFO of OCZ Technology. In addition, OCZ Technology also announced that it has retained Deutsche Bank Securities Inc. as financial advisor to assist the board of directors in evaluating various strategic alternatives available to the Company.
At closing, the Company will amend its Loan and Security agreement with Hercules as the Company did not meet certain covenants. In connection with the amendment, all of Hercules warrants, or approximately 3.9 million warrants, will be cancelled. This loan will now be payable on June 1, 2014, and will include a loan fee of $6.5 million that will be payable at maturity of the loan and be junior to the Senior Secured Convertible Debentures. Upon the effectiveness of this amendment, Hercules waives any existing defaults. Additional details of the transaction will be filed in an 8-K and OCZ encourages investors to read the filing for a better understanding of the terms of the funding.
OCZ will be required to file a resale registration statement within 60 days following the closing that covers the resale by the purchasers of the shares issuable upon conversion of the debentures or exercise of the warrants. The debentures and warrants have not been and will not be registered under the Securities Act of 1933 or the securities laws of any state or jurisdiction. This press release does not and shall not constitute an offer to sell, or the solicitation of an offer to buy, any of the securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration under the securities laws of any state or jurisdiction.