San Diego, CA – February 2, 2016 – Turtle Beach Corporation
(NASDAQ: HEAR), a
leading audio technology company, announced the pricing of an underwritten
public offering of 5,000,000 shares of its common stock at a price to the
public of $1.00 per share (the Offering) and a separate, concurrent,
side-by-side private placement of 1,700,000 shares of its common stock at a
price of $1.00 per share. Turtle Beach has also granted the underwriters of the
Offering a 30-day option to purchases up to an additional 750,000 shares of
common stock. Assuming no exercise of the underwriters option, Turtle Beach expects
to receive approximately $6.2 million in net proceeds
from the Offering and the concurrent, side-by-side private placement. The Offering
is expected to close on or about February 5, 2016, subject to customary closing
conditions.
Insiders intend to purchase an aggregate of $3.15 million of common stock at the offering price in the Offering and in the private placement. Closing of the private placement is conditioned on the closing of the Offering and customary closing conditions.
SG VTB Holdings, LLC, Turtle Beach’s largest stockholder; Ronald Doornink, Turtle Beach’s Chairman of the Board; and Juergen Stark, Turtle Beach’s Chief Executive Officer; intend to purchase an aggregate of $1.45 million of common stock in the Offering.
Separately, in the concurrent, side-by-side private placement, SG VTB Holdings, LLC, has also agreed to purchase $1.7 million of unregistered shares of the Company’s common stock at the per share price to the public in the Offering.
Turtle Beach will use all net proceeds from the Offering and concurrent private placement for working capital and general corporate purposes, including applying such proceeds against the outstanding principal balance of its working capital line of credit with Bank of America (the Line of Credit) as required by the terms of the amendments to the Company’s credit documents entered into on February 1, 2016 which, among other things, provide that, on or prior to February 5, 2016, Turtle Beach receive net proceeds of not less than $6.0 million of additional capital and apply such proceeds against the Line of Credit.
The securities intended to be sold in the Offering described above are being offered by the Company pursuant to a registration statement on Form S-3, which was filed with the Securities and Exchange Commission (SEC) and became effective on May 16, 2013.
Oppenheimer & Co. Inc. is acting as the sole book-running manager, and Lake Street Capital Markets is acting as co-manager for the Offering.
This press release does not constitute an offer to sell these securities or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Copies of the prospectus supplement and accompanying prospectus (when available) may be obtained from Oppenheimer & Co. Inc., 85 Broad Street, 26th Floor, New York, NY 10004, Attn: Syndicate Prospectus Department, by calling (212) 667-8563, by email to EquityProspectus@opco.com or by accessing the SEC’s website at www.sec.gov. In addition, because indications of interest are not binding agreements or commitments to purchase, any of SG VTB Holdings, LLC, Mr. Doornink or Mr. Stark may elect not to purchase shares in the Offering or the underwriters may elect not to sell shares in this offering to SG VTB Holdings, LLC, Mr. Stark or Mr. Doornink.
About Turtle Beach Corporation
Turtle Beach Corporation (http://corp.turtlebeach.com) designs innovative, market-leading audio products for the consumer, healthcare and commercial sectors. Under its award-winning Turtle Beach brand (www.turtlebeach.com), the Company has been the clear market share leader for the past five-plus years with its wide selection of acclaimed gaming headsets for use with Xbox One and PlayStation®4, as well as personal computers and mobile/tablet devices. Under the HyperSound brand (www.hypersound.com), the Company markets pioneering directed audio solutions that have applications in hearing healthcare, digital signage and kiosks and consumer electronics. The Company’s shares are traded on the NASDAQ Exchange under the symbol: HEAR.
Cautionary Note on Forward-Looking Statements
This press release includes forward-looking information and statements within the meaning of the federal securities laws. Except for historical information contained in this release, statements in this release, including those regarding the expected closing of the Offering and the intended use of proceeds from the Offering and concurrent private placement, may constitute forward-looking statements regarding assumptions, projections, expectations, targets, intentions or beliefs about future events. Forward looking statements are based on management’s statements containing the words “may”, “could”, “would”, “should”, “believe”, “expect”, “anticipate”, “plan”, “estimate”, “target”, “project”, “intend” and similar expressions constitute forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Forward-looking statements are based on management’s current belief, as well as assumptions made by, and information currently available to, management.
While the Company believes that its expectations are based upon reasonable assumptions, there can be no assurances that its goals and strategy will be realized. Numerous factors, including risks and uncertainties, may affect actual results and may cause results to differ materially from those expressed in forward-looking statements made by the Company or on its behalf. Some of these factors include, but are not limited to, whether or not the Company the Offering will close, the satisfaction of customary closing conditions, the anticipated use of the proceeds of the Offering which could change as a result of market conditions or for other reasons, the substantial uncertainties inherent in acceptance of existing and future products, the difficulty of commercializing and protecting new technology, the impact of competitive products and pricing, general business and economic conditions, risks associated with the expansion of our business including the implementation of any businesses we acquire, our indebtedness, and other factors discussed in our public filings, including the risk factors included in the prospectus supplement filed in connection with the Offering, the Company’s most recent Annual Report on Form 10-K and the Company’s other periodic reports. Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the Securities and Exchange Commission, the Company is under no obligation to publicly update or revise any forward-looking statement after the date of this release whether as a result of new information, future developments or otherwise.
###
For Media/PR Information, Contact: For Investor Information, Contact:
MacLean Marshall Cody Slach
PR/Communications Director Investor Relations
Turtle Beach Corp. Liolios
858.914.5093 949.574.3860
maclean.marshall@turtlebeach.com hear@liolios.com