Semtech Corporation Announces Pricing of Private Placement of $250 Million of New Convertible Senior Notes
20 Outubro 2023 - 8:01AM
Business Wire
Semtech Corporation (Nasdaq: SMTC) (the “Company” or “Semtech”)
today announced the pricing of $250 million in aggregate principal
amount of its 4.00% convertible senior notes due 2028 (the “Notes”)
to eligible purchasers in a private placement (the “Placement”)
that is exempt from the registration requirements of the Securities
Act of 1933, as amended (the “Securities Act”).
The sale of the Notes is expected to close on or about October
26, 2023, subject to customary closing conditions, and is expected
to result in $242.5 million in net proceeds to the Company, after
deducting commissions but before deducting estimated expenses
payable by the Company.
Semtech intends to use the net proceeds of the Placement,
together with cash on hand, in order to prepay term loans
outstanding under the Company’s senior credit facilities and to pay
any fees and expenses relating thereto or to the Placement.
The Notes will be senior, unsecured obligations of Semtech, and
will bear interest at a rate of 4.00% per annum, payable
semiannually in arrears on May 1 and November 1 of each year,
beginning on May 1, 2024. The Notes will mature on November 1,
2028, unless earlier converted, redeemed or repurchased. The Notes
will be jointly and severally and fully and unconditionally
guaranteed on a senior unsecured basis by each of Semtech’s current
and future direct and indirect wholly-owned domestic subsidiaries
that guarantee Semtech’s borrowings under its senior credit
facilities.
The initial conversion rate for the Notes is 49.0810 shares of
Semtech’s common stock per $1,000 principal amount of Notes (which
is equivalent to an initial conversion price of approximately
$20.37 per share, which represents a premium of approximately 27.5%
over the last reported sale price per share of Semtech’s common
stock on October 19, 2023). Prior to August 1, 2028, the Notes will
be convertible at the option of the holders only upon the
occurrence of specified events and during specified periods, and
thereafter until the close of business on the second scheduled
trading day immediately preceding the maturity date, the Notes will
be convertible at any time. Semtech will settle conversions by
paying cash up to the aggregate principal amount of the Notes being
converted and paying or delivering, as the case may be, cash,
shares of Semtech’s common stock or a combination of cash and
shares of Semtech’s common stock, at Semtech’s election, in respect
of the remainder, if any, of Semtech’s conversion obligation in
excess of the aggregate principal amount of the Notes being
converted, based on the then applicable conversion rate.
The Notes will be redeemable, in whole or in part (subject to
certain limitations), for cash at Semtech’s option at any time, and
from time to time, on or after November 5, 2026, and before the
41st scheduled trading day immediately preceding the maturity date,
but only if the last reported sale price per share of Semtech’s
common stock has been at least 130% of the conversion price for the
Notes for a specified period of time at a redemption price equal to
the principal amount of the Notes to be redeemed, plus accrued and
unpaid interest, if any, to, but excluding, the redemption
date.
Neither the Notes, the guarantees nor the shares of Semtech’s
common stock potentially issuable upon conversion of the Notes, if
any, have been, or will be, registered under the Securities Act,
the securities laws of any other jurisdiction or any state
securities laws and, unless so registered, may not be offered or
sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act
and applicable state laws. The Notes will be offered and sold only
to eligible purchasers who are both qualified institutional buyers
within the meaning of Rule 144A under the Securities Act and
accredited investors within the meaning of Rule 501(a) under the
Securities Act, in reliance on Section 4(a)(2) under the Securities
Act. This news release is for informational purposes only and does
not constitute an offer to sell, or a solicitation of an offer to
buy, the Notes or the guarantees, nor shall there be any sale of
the Notes or the guarantees in any state or jurisdiction in which
such offer, solicitation or sale is unlawful. No assurance can be
made that the Placement will be consummated on its proposed terms
or at all.
About Semtech
Semtech Corporation is a high-performance semiconductor, IoT
systems, and cloud connectivity service provider dedicated to
delivering high-quality technology solutions that enable a smarter,
more connected, and sustainable planet. Our global teams are
committed to empowering solution architects and application
developers to develop breakthrough products for the infrastructure,
industrial and consumer markets.
Forward-Looking and Cautionary Statements
All statements contained herein that are not statements of
historical fact, including statements that use the words “will” or
other similar words or expressions, that describe the Company’s
future plans, objectives or goals are “forward-looking statements”
and are made pursuant to the Safe-Harbor provisions of the Private
Securities Litigation Reform Act of 1995, as amended. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors that could cause the actual results
of the Company to be materially different from the historical
results and/or from any future results or outcomes expressed or
implied by such forward-looking statements. Such factors include,
but are not limited to: the Company's ability to comply with the
covenants under the agreements governing its indebtedness; the
Company's ability to forecast and achieve anticipated net sales and
earnings estimates in light of periodic economic uncertainty; the
inherent risks, costs and uncertainties associated with integrating
Sierra Wireless, Inc. successfully and risks of not achieving all
or any of the anticipated benefits or the risk that the anticipated
benefits may not be fully realized or take longer to realize than
expected; the uncertainty surrounding the impact and duration of
supply chain constraints and any associated disruptions; export
restrictions and laws affecting the Company's trade and investments
and tariffs or the occurrence of trade wars; worldwide economic and
political disruptions, including as a result of inflation and the
current conflict between Russia and Ukraine; tightening credit
conditions related to the United States banking system concerns;
competitive changes in the marketplace including, but not limited
to, the pace of growth or adoption rates of applicable products or
technologies; downturns in the business cycle; decreased average
selling prices of the Company’s products; the Company’s reliance on
a limited number of suppliers and subcontractors for components and
materials; changes in projected or anticipated end-user markets;
future responses to and effects of public health crises; and those
factors set forth under "Risk Factors" in the Company’s Annual
Report on Form 10-K for the fiscal year ended January 29, 2023
filed with the Securities and Exchange Commission (the “SEC”) on
March 30, 2023, as such risk factors may be amended, supplemented
or superseded from time to time by other reports the Company files
with SEC. The Company assumes no obligation to update any
forward-looking statements in order to reflect events or
circumstances that may arise after the date of this release, except
as required by law.
Semtech and the Semtech logo are registered trademarks or
service marks of Semtech Corporation or its subsidiaries.
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version on businesswire.com: https://www.businesswire.com/news/home/20231019243884/en/
Sara Kesten Semtech Corporation (805) 480 2004
webir@semtech.com
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