Array Technologies greenshoe lifts 1% convertibles to $425 million

By Wendy Van Sickle

Columbus, Ohio, Dec. 9 – Underwriters for Array Technologies Inc.’s 1% seven-year convertible notes fully exercised their $50 million greenshoe, increasing the total size of the deal to $425 million, according to an 8-K filing with the Securities and Exchange Commission.

The company priced $375 million of the convertbles after the market close on Nov. 30 at the midpoint of talk with a coupon of 1% and an initial conversion premium of 32.5%, according to a company news release.

Price talk was for a coupon of 0.75% to 1.25% and an initial conversion premium of 30% to 35%, according to a market source.

J.P. Morgan Securities LLC and Guggenheim Partners are bookrunners for the Rule 144A offering.

The initial size of the offering was $325 million with a greenshoe of $48.75 million.

The notes are non-callable until Dec. 6, 2025 and then subject to a 130% hurdle.

They are putable upon a fundamental change.

The notes will be settled in cash, shares or a combination of both at the company’s option.

In connection with the offering, the company entered into capped call transactions with a cap price of $36.02, which represents a premium of 100% over the last reported sales price of stock.

Concurrently, the company priced a downsized $50 million, from $100 million, of series A preferred stock.

Net proceeds from the convertible notes offering will be about $356.9 million or will be $405.5 million if the greenshoe is exercised in full.

Proceeds from the convertible notes offering will be used to cover the cost of the call spread.

Proceeds from the concurrent offerings and cash on hand will be used to pay the cash consideration of the previously announced acquisition of Soluciones Tecnicas Integrales Norland SL.

If the acquisition is not completed, proceeds will be used for general corporate purposes, including the repayment of the company’s term loan.

Array Technologies is an Albuquerque-based provider of solar tracker technology.

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