Chicago, Feb. 23 – Super Micro Computer Inc. priced $1.5 billion of 0% five-year convertible senior notes after the market closed on Thursday at par with an initial conversion premium of 37.5%, according to a press release.
The notes priced at the midpoint of talk for a premium of 35% to 40% and at the rich end of talk for a coupon of 0% to 0.5%.
Goldman Sachs & Co. LLC, BofA Securities Inc., J.P. Morgan Securities LLC and BMO Capital Markets Corp. were bookrunners for the Rule 144A offering, which carries a 13-day greenshoe of $225 million.
ICR Capital LLC acted as financial adviser to the company.
The notes are non-callable for three years 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. The cap price of the capped call transactions is initially $1,951.04 per share, a 100% premium to the last share price on Feb. 22.
The company expects to use $123.6 million of the net proceeds to cover the cost of the call spread and the remainder of the proceeds will be used for general corporate purposes, including growth and business expansion.
If the greenshoe is exercised, the company will use a portion of the proceeds for additional capped call transactions.
Super Micro is a San Jose, Calif.-based information technology company.
| Issuer: | Super Micro Computer Inc.
|
| Amount: | $1.5 billion
|
| Greenshoe: | $225 million
|
| Issue: | Convertible senior notes
|
| Maturity: | March 1, 2029
|
| Bookrunners: | Goldman Sachs & Co. LLC, BofA Securities Inc., J.P. Morgan Securities LLC and BMO Capital Markets Corp.
|
| Coupon: | 0%
|
| Price: | Par
|
| Yield: | 0%
|
| Conversion premium: | 37.5%
|
| Conversion price: | $1,341.38
|
| Conversion rate: | 0.7455
|
| Call features: | Starting March 1, 2027, subject to 130% hurdle
|
| Trade date: | Feb. 22
|
| Settlement date: | Feb. 27
|
| Distribution: | Rule 144A
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| Price talk: | Coupon of 0% to 0.5% and initial conversion premium of 35% to 40%
|
| Stock symbol: | Nasdaq: SMCI
|
| Stock price: | $975.52 on Feb. 22
|
| Market capitalization: | $54.56 billion
|
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