Penguin Solutions said July 13 it plans to raise $650 million through a private offering of convertible senior notes due 2031, with an additional $100 million available if initial purchasers exercise their option in full.
At the same time, the company said it expects to exchange a portion of its existing 2.00% convertible senior notes due 2029 and 2030 in privately negotiated transactions. It did not specify how much of the outstanding debt would be swapped, only that the exchanges would involve a limited number of holders.
The new notes would mature Aug. 1, 2031. Penguin said the securities would pay interest semiannually and could be converted into cash and, if applicable, shares of common stock under certain conditions. The company also said the notes could be redeemed for cash starting Aug. 6, 2029, if its stock trades above 130% of the conversion price for a specified period.
Penguin said it expects to use proceeds from the deal to fund capped call transactions, pay the cash portion of the existing-note exchanges, repay $100 million outstanding under its credit agreement, and cover general corporate purposes.
The company said it may also carry out additional exchanges, repurchases or induced conversions of the existing notes after the offering closes.
It added that holders participating in the exchanges or other transactions may trade shares or derivatives in ways that could move the stock price and affect the economics of the notes. Today the company's shares have moved -12.95% to a price of $52.585. For the full picture, make sure to review Penguin Solutions's 8-K report.
