Toreador Prices $75 Million of Convertible Senior Notes
Toreador Resources announced the pricing of $75 million aggregate principal amount of Convertible Senior Notes due October 1, 2025, to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended. The Company also granted the initial purchasers the option to purchase an additional $11.25 million aggregate principal amount of Notes to cover over-allotments. The Notes bear interest at a rate of 5% per annum and can be converted into common stock at an initial conversion rate of 23.3596 shares of common stock per $1,000 principal amount of Notes, subject to adjustment (equivalent to a conversion price of approximately $42.81 per share).
The Company may redeem the Notes, in whole or in part, on or after October 6, 2008, and prior to October 1, 2010, for cash at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus any accrued and unpaid interest, if the closing price of its common stock exceeds 130% of the conversion price over a specified period. On or after October 1, 2010, the Company may redeem the Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of Notes to be redeemed, plus any accrued and unpaid interest, irrespective of the price of its common stock. Holders may convert their Notes at any time prior to the close of business on the business day immediately preceding their stated maturity, and holders may, upon the occurrence of certain fundamental changes, and on October 1, 2010, October 1, 2015, and October 1, 2020, require the Company to repurchase all or a portion of their Notes for cash in an amount equal to 100% of the principal amount of such Notes, plus any accrued and unpaid interest.
Net proceeds from the placement will be used for general corporate purposes, including funding a portion of the Company's 2005 and 2006 exploration and development activities.
The Notes and common stock issuable upon conversion of the Notes have not been registered under the Securities Act or state securities laws and may not be offered or sold absent registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements. The Company has agreed to file a registration statement for the resale of the Notes and the common stock issuable upon conversion of the Notes within 90 days of closing and use its reasonable best efforts to have the registration statement declared effective within 180 days of closing.
The Notes will be senior unsecured obligations of the Company and will rank equally with all existing and future senior unsecured indebtedness. The Notes will not be guaranteed by any subsidiaries of the Company.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state.
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