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Enphase Energy exercises greenshoe on 2026 convertible notes
Chicago, March 15 – Underwriters for Enphase Energy Inc.’s recently priced convertible notes offering in two parts have exercised their option to purchase an additional $57.5 million of the 0% convertible senior notes that were part of that offering, according to an 8-K filing with the Securities and Exchange Commission.
A total of $632.5 million of the notes have now been issued in that tranche.
The over-allotment option was not exercised on the company’s 2028 notes, and the size of the second tranche remains at $575 million.
As previously reported, Barclays (lead left), BofA Securities Inc. and Goldman Sachs & Co. LLC were bookrunners for the Rule 144A offering.
The five-year notes are non-callable until Sept. 6, 2023 and then subject to a 130% hurdle.
The seven-year notes are non-callable until Sept. 6, 2024 and then subject to a 130% hurdle.
There is dividend and takeover protection.
In connection with the pricing of the notes, the company entered into convertible note hedge and warrant transactions.
The strike price of the warrant transactions is $397.91, which represents a premium of 120% over the last reported sales price of stock.
In connection with the over-allotment option, Enphase entered into additional privately negotiated hedge transactions, paying an aggregate amount of $11.3 million for the additional note hedge transactions.
The company also entered into additional warrant transactions for approximately 187,008 shares of Enphase’s common stock.
Concurrently, the company entered into privately negotiated transactions to repurchase $25,546,000 of the principal amount of its 1% convertible notes due 2024 and $217.74 million of the principal amount of its 0.25% convertible notes due 2025.
The 1% notes were repurchased for $25,546,000 in cash and 1,105,199 shares; the 0.25% notes were repurchased for $217.74 million in cash and 1,673,532 shares.
Enphase Energy is a Fremont, Calif.-based global energy technology company.
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