SolarEdge Technologies, Inc. Announces Pricing of Private Offering of $300?Million of 2.25% Convertible Senior Notes due 2029
BY Business Wire | CORPORATE | 06/26/24 07:00 AM EDT MILPITAS, Calif.--(BUSINESS WIRE)--
SolarEdge Technologies, Inc.
The Notes will bear interest at a rate of 2.25% per year, payable semiannually in arrears on January 1 and July 1 of each year, beginning on January 1, 2025. The Notes will mature on July 1, 2029, unless earlier repurchased, redeemed or converted in accordance with their terms prior to such date.
SolarEdge
Holders of the Notes will have the right to require SolarEdge
The Notes will be convertible based on an initial conversion rate of 29.1375 shares of SolarEdge?s common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $34.32 per share of common stock, which represents a conversion premium of approximately 30% to the last reported sale price of SolarEdge?s common stock on the Nasdaq Global Select Market on June 24, 2024). Prior to the close of business on the business day immediately preceding April 1, 2029, the Notes will be convertible at the option of the holders of the Notes only upon the satisfaction of specified conditions and during certain periods. On or after April 1, 2029 until the close of business on the second scheduled trading day immediately prior to the maturity date, the Notes will be convertible, at the option of the holders of Notes, at any time regardless of such conditions. The Notes will be convertible into cash, shares of common stock of SolarEdge
When issued, the Notes will be SolarEdge?s senior unsecured obligations and will rank senior in right of payment to any of SolarEdge?s unsecured indebtedness that is expressly subordinated in right of payment to the Notes; equal in right of payment to any of SolarEdge?s unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of SolarEdge?s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of SolarEdge?s subsidiaries.
SolarEdge
Holders of the 2025 Notes that are repurchased in the concurrent repurchases described above may purchase shares of SolarEdge?s common stock in the open market to unwind any hedge positions they may have with respect to the 2025 Notes. These activities may increase (or reduce the size of any decrease in) the trading price of SolarEdge?s common stock and the initial conversion price of the Notes.
In connection with the pricing of the Notes, SolarEdge
In connection with plans to establish their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to purchase shares of SolarEdge?s common stock and/or enter into various derivative transactions with respect to SolarEdge?s common stock concurrently with or shortly after the pricing of the Notes. This activity could increase (or reduce the size of any decrease in) the market price of SolarEdge?s common stock or the Notes at that time.
In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to SolarEdge?s common stock and/or purchasing or selling SolarEdge?s common stock or other securities of SolarEdge
The Notes were offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The offer and sale of the Notes and any shares of common stock of SolarEdge
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
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified as such because the statements include information, among other things, concerning the satisfaction of customary closing conditions with respect to the Offering and capped call transactions and the anticipated use of the net proceeds of the Offering. These forward-looking statements are often characterized by the use of words such as ?may,? ?should,? ?will,? ?intend,? ?expect,? ?believe,? ?anticipate? or other words of similar import.
The forward-looking statements contained in this press release are only predictions based on SolarEdge?s current expectations and SolarEdge?s projections about future events. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause SolarEdge?s actual results, levels of activity, performance or achievements (including in relation to the Offering and use of the net proceeds of the Offering) to be materially different from those expressed or implied by the forward-looking statements. Given these factors, you should not place undue reliance on these forward-looking statements. These factors include, but are not limited to, the matters discussed in the section entitled ?Risk Factors? of SolarEdge?s Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 26, 2024, Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed on May 9, 2024, Current Reports on Form 8-K and other reports filed with the Securities Exchange Commission. All forward-looking statements included in this release are given only as at the date hereof and SolarEdge
You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. SolarEdge
View source version on businesswire.com: https://www.businesswire.com/news/home/20240626215784/en/
Source: SolarEdge Technologies, Inc.