UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01 Other Events.
On September 29, 2021, Nuance Communications, Inc. (the “Company”) issued a notice of full redemption pursuant to the indenture governing its 1.50% Senior Convertible Debentures due 2035 (CUSIP No. 67020Y AG5) (the “1.50% Senior Notes”) announcing that it intends to redeem all of its outstanding 1.50% Senior Notes on November 5, 2021 (such date, the “Redemption Date”) at a redemption price equal to 100% of the principal amount of the 1.50% Senior Notes, plus accrued and unpaid interest thereon, to, but not including, the Redemption Date.
The 1.50% Senior Notes may be converted at any time before 5:00 p.m. Eastern Time on November 4, 2021, the business day prior to the Redemption Date, in accordance with the terms and conditions set forth in the 1.50% Senior Notes and the underlying indenture. The current conversion rate is 48.5216 shares of Nuance common stock per $1,000 principal amount of 1.50% Senior Notes, which is equivalent to a conversion price of approximately $20.61 per share.
The redemption is being made solely pursuant to Nuance’s Notice of Redemption dated September 29, 2021, which will be delivered to the holders of the 1.50% Senior Notes by U.S. Bank National Association, the trustee under the 1.50% Senior Notes indenture. This Current Report on Form 8-K does not constitute a notice of redemption of the 1.50% Senior Notes.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 29, 2021 | NUANCE COMMUNICATIONS, INC. | |||||
| By: | /s/ Wendy Cassity | |||||
| Wendy Cassity | ||||||
| Executive Vice President and Chief Legal Officer | ||||||