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Exhibit 4.12
PERION NETWORK LTD.
Summary Terms of
Series L Convertible Bonds
On September 23, 2014, Perion Network Ltd. (the “Company “)
concluded a public offering in Israel of its Series L Convertible Bonds (the
"Bonds") pursuant to a shelf offering report dated September 22, 2014, issued pursuant to the Company's Israeli shelf prospectus dated May 19,
2014, as amended on September 18, 2014. The Bonds are listed on the Tel Aviv Stock Exchange ("TASE").
Pursuant to Regulation S under the U.S. Securities Act of 1933, as amended, the Bond offering was made in an "offshore transaction" to Israeli
residents only, in accordance with Israeli laws, practices and documentation.
The terms and conditions of the Bonds are governed by a Hebrew-
language Trust Agreement, dated September 22, 2014, between the Company
and Mishmeret Trust Services Company Ltd., as trustee (the "Trust Agreement"). The Trust Agreement is governed by Israeli law.
The Bonds were issued an Israeli credit rating of 'ilA-'
by Standard & Poor's Maalot, with a stable outlook. Such rating does not constitute a
recommending to buy or sell the Bonds and may be changed from time to time.
After deducting the commissions of the arrangers and distributors of the offering, the early commitment discount given to qualified investors and
legal expenses, the net proceeds of the offering amounted to approximately NIS 136.5 million (approximately $37.3 million).
The net proceeds from the offering were designated for general corporate purposes, including without limitation, potential acquisitions or
investments in companies or technologies.
The Company issued Bonds with an aggregate par value of approximately 143.5 million New Israeli Shekels (“NIS”) (
approximately $39.2
million). The Bonds were issued at a purchase price equal to 96.5% of their par value.
The principal of the Bonds will be repayable in five equal annual installments commencing on March 31, 2016, with a final maturity date of
March 31, 2020.
The Bonds bear interest at the rate of 5% per year. The interest is payable semi-
annually on March 31 and September 30 of each of the years
2015 through 2019, as well as a final payment on March 31, 2020.
In the event of future downgrades of the Bonds by the Company's rating agency, the interest rate would be increased up to a maximum of 6% per
year. Specifically, a downgrade by two notches would result in an increase of the interest rate to 5.5% per year, by a third notch to 5.75% per
year and by a fourth notch to 6% per year. Subsequent upgrades would reverse such increases.
1.
General
2.
Offering Proceeds
3.
Amount and Price of Issuance
4.
Repayment of Principal
5.
Interest