Violin Offering $95 Million of Convertible Senior Notes

Violin Memory, Inc. announced its intention to offer, subject to market conditions and other factors, $95 million aggregate principal amount of convertible senior notes due 2019 in a private offering to qualified institutional buyers pursuant to an exemption from the registration requirements of the Securities Act of 1933.

The company expects to grant the initial purchaser of the notes an option to purchase up to an additional $15 million aggregate principal amount of notes on the same terms and conditions, to cover over-allotments.

Violin intends to use the net proceeds from this offering for general corporate purposes, including working capital and to repay all amounts outstanding and owed under its credit agreement with Silicon Valley Bank.

The notes will be unsecured, senior obligations of Violin, and interest will be payable semi-annually. The notes will become convertible only under certain circumstances and during certain periods.

Violin will initially settle conversions of the notes by delivering shares of Violin common stock. If and when stockholder approval is obtained in accordance with applicable rules of the New York Stock Exchange, it will then settle conversions of the convertible notes by paying or delivering, as the case may be, cash, shares of its common stock, or a combination of cash and shares of its common stock, at its election. Final terms of the notes, including interest rate, conversion rate and other terms, will be determined at the time of pricing.