Hopefully this convertible pricing is the reason for all the downdraft in here...gapping up this morning...hope it holds.
EarthWeb Prices Convertible Subordinated Notes
Offering
NEW YORK, Jan. 20 /PRNewswire/ -- EarthWeb Inc. (Nasdaq: EWBX - news) today announced that it has completed
pricing of its previously announced private offering of convertible subordinated notes, and that the transaction will close on
Tuesday, January 25, 2000.
Merrill Lynch & Co. was lead manager for the offering, and Robertson Stephens was co-manager. Upon close of the
transaction, the gross proceeds to the Company, before fees and expenses associated with the offering, will be $75 million. If
the initial purchasers exercise their full 15% over-allotment option, the gross proceeds, before fees and expenses, will be
approximately $86 million.
The notes, which will mature on January 25, 2005, will bear interest at 7.0% per annum, payable semi-annually, and will be
convertible, at the option of the holder, into shares of the common stock of the Company at a conversion price of $39.10 per
share, or 25.5754 shares for each $1,000 principal amount. The notes are subject to call by the Company on or after January
25, 2003; prior to January 25, 2003, the notes are subject to call should the closing price of the Company's common stock
exceed 150% of the conversion price for at least 20 trading days within a period of 30 consecutive trading days.
Proceeds from the Rule 144A offering will be used for general corporate purposes, including expansion of sales and marketing
capabilities, continued development of business-to-business commerce initiatives, possible strategic acquisitions or investments,
international expansion, technical upgrade of internal systems and working capital requirements.
The notes will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements under such act. The notes were offered only to
qualified institutional investors pursuant to Rule 144A of the Securities Act of 1933.
chris
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