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|ZaZa Energy Completes Private Offering of $40 Million of 9% Convertible Senior Notes Due 2017|
The Convertible Notes will be the senior, unsecured obligations of ZaZa.
They will bear interest at a fixed rate of 9.0% per year, payable
semiannually in arrears on February 1 and August 1 of each year,
beginning February 1, 2013. Interest on the Convertible Notes will
The Convertible Notes will be convertible at any time prior to the third
trading day immediately preceding the maturity date, at the option of
the holders, into shares of ZaZa’s common stock. The conversion rate
will initially be 400.0000 shares of common stock per
ZaZa may not redeem the Convertible Notes prior to August 1, 2015. On and after August 1, 2015, ZaZa may redeem for cash all or part of the Convertible Notes if the last reported sale price of its common stock equals or exceeds 150% of the applicable conversion price for at least 20 trading days during the 30 consecutive trading day period ending on the trading day immediately prior to the date on which ZaZa delivers the notice of the redemption. The redemption price will equal 100% of the principal amount of the Convertible Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date.
Upon a fundamental change (as defined in the indenture relating to the Convertible Notes), subject to certain exceptions, the holders may require ZaZa to repurchase some or all of their Convertible Notes for cash at a repurchase price equal to 100% of the principal amount of the Convertible Notes being repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
The Convertible Notes were offered inside
The Convertible Notes and the shares of common stock into which they are
convertible have not been and will not be registered under the
Securities Act or applicable state securities laws and may not be
offered or sold in
The Convertible Notes will be subject to resale and transfer restrictions in accordance with applicable securities laws.
This press release contains forward-looking statements. Forward-looking
statements give ZaZa’s current expectations or forecasts of future
events based on assumptions and estimations that management believes are
reasonable given currently available information. Forward-looking
statements in this press release relate to, among other things, the use
of proceeds from the private placement of Convertible Notes. Information
on risks and uncertainties that could cause actual results to differ
materially from those contemplated by the forward-looking statements is
available in ZaZa’s filings with the
Sard Verbinnen & Co.