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Published on 9/8/2023 in the Prospect News Convertibles Daily.

New Issue: Advanced Energy prices $500 million five-year convertible notes to yield 2.5%, up 30%

By Abigail W. Adams

Portland, Me., Sept. 8 – Advanced Energy Industries Inc. priced $500 million of five-year convertible notes after the market close on Thursday at par at the midpoint of talk with a coupon of 2.5% and an initial conversion premium of 30%, according to a market source and a company news release.

Price talk was for a coupon of 2.25% to 2.75% and an initial conversion premium of 27.5% to 32.5%.

Citigroup Global Markets Inc., BofA Securities Inc. and Wells Fargo Securities LLC were bookrunners for the Rule 144A offering, which carries a greenshoe of $75 million.

The notes are non-callable until Sept. 20, 2026 and then subject to a 130% hurdle.

They are putable upon a fundamental change.

There is dividend protection above 10 cents a share.

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 convertible note hedge and warrant transactions with a warrant strike price of $179.76, which represents a premium of 70% over the last reported sales price of stock.

Net proceeds are expected to be $487.9 million or will be $561.2 million if the greenshoe is exercised in full.

Proceeds will be used to cover the cost of the hedge transactions, to repurchase 378,286 shares for $40 million in privately negotiated transactions, to opportunistically repay outstanding debt, to fund growth plans which may include acquisitions and for general corporate purposes.

Advanced Energy is a Denver-based manufacturer of precision power conversion, measurement and control solutions for mission-critical applications.

Issuer:Advanced Energy Industries Inc.
Amount:$500 million
Greenshoe:$75 million
Issue:Convertible senior notes
Maturity:Sept. 15, 2028
Bookrunners:Citigroup Global Markets Inc., BofA Securities Inc. and Wells Fargo Securities LLC
Coupon:2.5%
Price:Par
Yield:2.5%
Conversion premium:30%
Conversion price:$137.46
Conversion rate:7.2747
Call options:Non-callable until Sept. 20, 2026 and then subject to a 130% hurdle
Put options:Upon a fundamental change
Pricing date:Sept. 7
Settlement date:Sept. 12
Distribution:Rule 144A
Talk:Coupon of 2.25% to 2.75% and initial conversion premium of 27.5% to 32.5%
Stock symbol:Nasdaq: AEIS
Stock price:$105.74 at market close Sept. 8
Market capitalization:$3.98 billion

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