indie Semiconductor, Inc. (“indie” or “we”) (NASDAQ: INDI), an
automotive solutions innovator, today announced the pricing of its
offering of $190 million aggregate principal amount of its 3.50%
Convertible Senior Notes due 2029 (the “notes”) through a private
offering to persons reasonably believed to be qualified
institutional buyers in reliance on Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”). The offering was
upsized from the originally announced offering of $175 million
aggregate principal amount of notes. indie has also granted the
initial purchasers in the offering an option to purchase, during a
13-day period beginning on, and including, the date on which the
notes are first issued, up to an additional $28.5 million aggregate
principal amount of notes. The offering is expected to close on
December 6, 2024, subject to customary closing conditions.
The notes will be senior unsecured obligations of indie, and
interest on the notes will be payable semiannually in arrears on
June 15 and December 15 of each year, beginning on June 15, 2025.
The notes will mature on December 15, 2029, unless earlier
repurchased, redeemed or converted.
indie estimates that the net proceeds from the offering will be
approximately $183.3 million (or approximately $210.9 million if
the initial purchasers exercise their option to purchase additional
notes in full), after deducting fees and estimated offering
expenses payable by indie. indie expects to use approximately $20.3
million of the net proceeds from the notes offering to pay the cost
of the capped call transactions (as defined below). If the initial
purchasers exercise their option to purchase additional notes,
indie 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. indie intends to use
the remainder of the net proceeds from the offering for working
capital and general corporate purposes, which may include potential
acquisitions. However, indie does not have agreements or
understandings with respect to any acquisitions at this time.
indie may not redeem the notes prior to December 20, 2027. indie
may redeem for cash all or any portion of the notes, at indie’s
option, on or after December 20, 2027 if the last reported sale
price of indie’s Class A common stock (the “common stock”), as
determined by indie, has been at least 130% of the conversion price
then in effect for at least 20 trading days (whether or not
consecutive) during any 30 consecutive trading day period
(including the last trading day of such period) ending on, and
including, the trading day immediately preceding the date on which
indie provides notice of redemption, at a redemption price equal to
100% of the principal amount of the notes to be redeemed, plus
accrued and unpaid interest to, but excluding, the redemption date.
If indie redeems fewer than all the outstanding notes, at least $50
million aggregate principal amount of notes must be outstanding and
not subject to redemption as of the relevant redemption notice
date.
The notes will be convertible into cash, shares of common stock
or a combination of cash and shares of common stock, at indie’s
election, at an initial conversion rate of 194.6188 shares of
common stock per $1,000 principal amount of notes, which is
equivalent to an initial conversion price of approximately $5.14
per share of common stock. The initial conversion price of the
notes represents a premium of approximately 27.5% to the $4.03 per
share last reported sale price of the common stock on The Nasdaq
Capital Market on December 3, 2024.
Prior to the close of business on the business day immediately
preceding September 15, 2029, the notes will be convertible at the
option of the holders only upon the satisfaction of certain
conditions and during certain periods. Thereafter, until the close
of business on the second scheduled trading day immediately
preceding the maturity date, the notes will be convertible at the
option of the holders at any time regardless of these conditions.
If indie undergoes a “fundamental change” (as defined in the
indenture governing the notes), holders may require indie to
repurchase for cash all or any portion of their notes at a price
equal to 100% of the principal amount of the notes to be
repurchased, plus accrued and unpaid interest to, but excluding,
the fundamental change repurchase date. In addition, if a
“make-whole fundamental change” (as defined in the indenture
governing the notes) occurs prior to the maturity date, or if indie
delivers a notice of redemption, indie will, under certain
circumstances, increase the conversion rate by a number of
additional shares of common stock for notes that are converted in
connection with such make-whole fundamental change or for notes
called (or deemed called) for redemption that are converted in
connection with such notice of redemption.
In connection with the pricing of the notes, indie entered into
privately negotiated capped call transactions (the “capped call
transactions”) with certain of the initial purchasers or their
respective affiliates and other financial institutions (the “option
counterparties”). The capped call transactions cover, subject to
customary adjustments substantially similar to those applicable to
the notes, the number of shares of indie’s common stock initially
underlying the notes. The capped call transactions are expected
generally to reduce the potential dilution to indie’s common stock
upon any conversion of the notes and/or offset any cash payments
indie may be required to make in excess of the principal amount of
converted notes, as the case may be, with such reduction and/or
offset subject to a cap initially equal to $8.06 per share (which
represents a premium of 100% over the last reported sale price of
the common stock on The Nasdaq Capital Market on December 3, 2024),
subject to certain adjustments under the terms of the capped call
transactions.
In connection with establishing their initial hedges of the
capped call transactions, the option counterparties or their
respective affiliates expect to purchase shares of indie’s common
stock and/or enter into various derivative transactions with
respect to indie’s common stock concurrently with or shortly after
the pricing of the notes. These activities could increase (or
reduce the size of any decrease in) the market price of indie’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 indie’s common stock and/or purchasing or selling
common stock or other securities of indie in secondary market
transactions following the pricing of the notes and prior to the
maturity of the notes (and are likely to do so during any
observation period related to a conversion of the notes or, to the
extent indie exercises the relevant election under the capped call
transactions, following any repurchase or redemption of the notes).
This activity could also cause or avoid an increase or a decrease
in the market price of indie’s common stock or the notes, which
could affect the ability of holders to convert the notes and, to
the extent the activity occurs during any observation period
related to a conversion of the notes, it could affect the number of
shares and value of the consideration that a holder will receive
upon conversion of its notes.
The notes and the shares of common stock issuable upon
conversion of the notes, if any, have not been, and will not be,
registered under the Securities Act, or under any state securities
laws, and may not be offered or sold in the United States without
registration under, or an applicable exemption from, the
registration requirements. This press release is not an offer to
sell, nor is it a solicitation of an offer to buy, these
securities, nor shall there be any sale of these securities in any
state or jurisdiction in which such an offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any state or any jurisdiction.
About indie
Headquartered in Aliso Viejo, CA, indie is empowering the
automotive revolution with next generation semiconductors,
photonics and software platforms. We focus on developing
innovative, high-performance and energy-efficient technology for
ADAS, in-cabin user experience and electrification applications.
Our mixed-signal SoCs enable edge sensors spanning Radar, LiDAR,
Ultrasound, and Computer Vision, while our embedded system control,
power management and interfacing solutions transform the in-cabin
experience and accelerate increasingly automated and electrified
vehicles. As a global innovator, we are an approved vendor to Tier
1 partners and our solutions can be found in marquee automotive
OEMs worldwide.
Safe Harbor Statement
This communication contains “forward-looking statements”
(including within the meaning of Section 21E of the United States
Securities Exchange Act of 1934, as amended, and Section 27A of the
Securities Act of 1933, as amended). Such statements can be
identified by words such as “will likely result,” “expect,”
“anticipate,” “estimate,” “believe,” “intend,” “plan,” “project,”
“outlook,” “should,” “could,” “may” or words of similar meaning and
include, but are not limited to, statements regarding our future
business and financial performance and prospects, including our
expectations regarding the offering of the notes and the capped
call transactions described in this press release, the completion
of the offering on the anticipated terms or at all, including the
satisfaction of the closing conditions related to the offering, the
expected impact of the capped call transactions and the anticipated
use of proceeds from the offering. Such forward-looking statements
are based upon the current beliefs and expectations of our
management and are inherently subject to significant business,
economic and competitive uncertainties and contingencies, many of
which are difficult to predict and generally beyond our control.
Actual results and the timing of events may differ materially from
the results included in such forward-looking statements. In
addition to the factors previously disclosed in our Annual Report
on Form 10-K for the fiscal year ended December 31, 2023 filed with
the SEC on February 29, 2024 (and as amended by Amendment No. 1 to
the Form 10-K filed with the SEC on March 20, 2024) and in our
other public reports filed with the SEC (including those identified
under “Risk Factors” therein), the following factors, among others,
could cause actual results and the timing of events to differ
materially from the anticipated results or other expectations
expressed in the forward-looking statements: macroeconomic
conditions, including inflation, rising interest rates and
volatility in the credit and financial markets; the impacts of the
ongoing conflicts in Ukraine and the Middle East, our reliance on
contract manufacturing and outsourced supply chain and the
availability of semiconductors and manufacturing capacity;
competitive products and pricing pressures; our ability to win
competitive bid selection processes and achieve additional design
wins; the impact of recent acquisitions made and any other
acquisitions we may make, including our ability to successfully
integrate acquired businesses and risks that the anticipated
benefits of any acquisitions may not be fully realized or take
longer to realize than expected; our ability to develop, market and
gain acceptance for new and enhanced products and expand into new
technologies and markets; trade restrictions and trade tensions;
and political or economic instability in our target markets; the
inability to maintain the listing of our common stock on Nasdaq;
our ability to effectively deploy the net proceeds from the
issuance of the notes; and other risks described from time to time
in periodic and current reports that we file with the SEC. All
forward-looking statements in this press release are expressly
qualified in their entirety by the foregoing cautionary
statements.
Investors are cautioned not to place undue reliance on the
forward-looking statements in this press release, which information
set forth herein speaks only as of the date hereof. We do not
undertake, and we expressly disclaim, any intention or obligation
to update any forward-looking statements made in this announcement
or in our other public filings, whether as a result of new
information, future events or otherwise, except as required by
law.
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