On September 11, 2019 Heska Corporation (Nasdaq: HSKA; "Heska" or the "Company"), a provider of advanced veterinary diagnostic and specialty healthcare products, reported that it proposes to offer $75.0 million aggregate principal amount of convertible senior notes due 2026, subject to market conditions and other factors (Press release, Heska, SEP 11, 2019, View Source [SID1234539449]). The notes are to be sold only to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. Prior to the close of business on the business day immediately preceding March 15, 2026, the notes will be convertible at the option of the holders only upon the occurrence of certain events and during certain periods. Thereafter, the notes will be convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding the maturity date. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination thereof, at the Company’s election. The interest rate, initial conversion rate and other terms will be determined by negotiations among J.P. Morgan Securities LLC and Piper Jaffray & Co., the initial purchasers of the notes, and the Company. The Company also expects to grant to the initial purchasers a 13-day option to purchase up to an additional $11.25 million aggregate principal amount of the notes.
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The Company expects to use the net proceeds of the offering (including from any exercise by the initial purchasers of their option to purchase additional notes) to repay all outstanding indebtedness of $12.75 million under its existing credit facility, to fully fund a $2.0 million cash collateral account contemplated to secure its obligations under its credit facility as amended in connection with the offering, to fund its intended expansion efforts, including through acquisitions of complementary businesses or technologies or other strategic transactions, and for working capital and other general corporate purposes. From time to time, the Company evaluates and is currently evaluating potential acquisitions or other strategic transactions. The Company has no current agreements or commitments with respect to any such acquisition or strategic transaction, however, and there can be no assurance that it will be able to enter into any definitive agreements with respect to, or otherwise consummate, any such transaction.
This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any offer or sale of, the notes (or any shares of Heska’s common stock issuable upon conversion of the notes) in any state or jurisdiction in which the offer, solicitation, or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.