SolarEdge Technologies, Inc. (NASDAQ: SEDG) has announced its intention to offer $300 million aggregate principal amount of convertible senior notes due 2029 in a private offering. The company also plans to grant the initial purchasers of the notes a 13-day option to purchase up to an additional $45 million aggregate principal amount of the notes on the same terms and conditions.
The final terms of the notes, including the initial conversion price, interest rate, and certain other terms, will be determined at the time of pricing of the offering. The notes will be convertible into cash, shares of common stock of SolarEdge, or a combination thereof, with the form of consideration to be determined at SolarEdge’s election.
The company intends to use the net proceeds from the offering to pay the cost of the capped call transactions, redeem a portion of its outstanding 0.000% convertible notes due 2025, and for general corporate purposes. If the initial purchasers exercise their option to purchase additional notes, SolarEdge expects to use a portion of the net proceeds from the sale of the additional notes to enter into additional capped call transactions with the option counterparties and the remainder to redeem an additional portion of its outstanding 2025 notes and for general corporate purposes.
In connection with the pricing of the notes, SolarEdge expects to enter into capped call transactions with one or more of the initial purchasers or their respective affiliates to reduce the potential dilution to SolarEdge’s common stock upon any conversion of the notes and/or offset any cash payments SolarEdge is required to make in excess of the principal amount of converted notes, with such reduction and/or offset subject to a cap.
The notes will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, and the offer and sale of the notes and any shares of common stock of SolarEdge issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction.
This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any offer or sale of the notes (or any shares of common stock of SolarEdge issuable upon conversion of the notes) in any state or jurisdiction in which the offer, solicitation, or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction. Following these announcements, the company's shares moved 0.7%, and are now trading at a price of $33.25. Check out the company's full 8-K submission here.
