Veeco Announces Proposed Private Offering of $200 Million of Convertible Senior Notes
16 Mai 2023 - 10:01PM
Veeco Instruments Inc. (“Veeco”) (NASDAQ: VECO) announced today
that it intends to offer, subject to market and other conditions,
$200 million aggregate principal amount of Convertible Senior Notes
due 2029 (the “notes”) in a private offering. The notes will be
offered only to persons reasonably believed to be qualified
institutional buyers in accordance with Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”). Veeco
also expects to grant the initial purchasers of the notes a 30-day
option to purchase up to an additional $30.0 million aggregate
principal amount of the notes.
Veeco intends to use the net proceeds from the
offering to fund the cash portion, if any, of any Note Exchanges
described below and the remainder, if any, for general corporate
purposes. If the initial purchasers exercise their option to
purchase additional notes, Veeco intends to use the net proceeds
from the sale of such additional notes for general corporate
purposes.
Contemporaneously with the pricing of the notes
in the offering, Veeco expects to enter into one or more separate
and individually negotiated transactions with one or more holders
of its outstanding 3.50% convertible senior notes due 2025 (the
“2025 Notes”) and/or 3.75% convertible senior notes due 2027 (the
“2027 Notes” and, together with the 2025 Notes, the “Existing
Notes”) to exchange a portion of the Existing Notes for cash,
shares of Veeco’s common stock or a combination thereof on terms to
be negotiated separately with each holder (each, a “Note
Exchange”).
Veeco expects that holders of the Existing Notes
that exchange their Existing Notes in any Note Exchange may enter
into or unwind various derivatives with respect to Veeco’s common
stock (including entering into derivatives with one or more of the
initial purchasers in the offering of notes or their respective
affiliates) and/or purchase or sell shares of Veeco’s common stock
concurrently with or shortly after pricing of the notes in the
offering. This activity could affect the market price of Veeco’s
common stock and the initial conversion price of the notes in the
offering. Veeco cannot predict the magnitude of such market
activity or the overall effect it will have on the price of the
notes in the offering or Veeco’s common stock.
The notes will be Veeco’s senior unsecured
obligations. The notes will mature on June 1, 2029, unless earlier
redeemed, repurchased or converted. Veeco may not redeem the notes
prior to June 8, 2026. On or after June 8, 2026, Veeco may redeem
for cash all or a portion of the notes, at Veeco’s election, if the
last reported sale price of Veeco’s common stock has been at least
130% of the conversion price then in effect on each of 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 Veeco provides notice of redemption. Veeco will
settle any conversions of the notes by paying cash up to the
aggregate principal amount of the notes to be converted, and paying
or delivering, as the case may be, cash, shares of its common stock
or a combination of cash and shares of common stock, at Veeco’s
election, in respect of the remainder, if any, of its conversion
obligation in excess of the aggregate principal amount of the notes
to be converted. The interest rate, initial conversion rate, and
other terms of the notes will be determined by negotiations between
Veeco and the initial purchasers of the notes.
The issuance of the notes and the shares of
common stock issuable upon conversion of the notes, if any, have
not been registered under the Securities Act or any state
securities laws. Unless a subsequent resale is registered under the
Securities Act, the notes and the shares of common stock issuable
upon conversion of the notes, if any, may only be offered or sold
in the United States in a transaction that is exempt from, or in a
transaction not subject to, the registration requirements of the
Securities Act and other applicable securities laws.
This press release does not constitute an offer
to sell or a solicitation of an offer to buy any of 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 the registration or qualification under
the securities laws of any such state or jurisdiction. Any offers
of the notes will be made only to persons reasonably believed to be
qualified institutional buyers by means of a private offering
memorandum in accordance with Rule 144A under the Securities
Act.
About Veeco Veeco (NASDAQ:
VECO) is an innovative manufacturer of semiconductor process
equipment. Our laser annealing, ion beam, chemical vapor deposition
(CVD), metal organic chemical vapor deposition (MOCVD), single
wafer etch & clean and lithography technologies play an
integral role in the fabrication and packaging of advanced
semiconductor devices. With equipment designed to optimize
performance, yield and cost of ownership, Veeco holds leading
technology positions in the markets we serve.
Forward-looking Statements To
the extent that this news release discusses expectations or
otherwise makes statements about the future, such statements are
forward-looking and are subject to a number of risks and
uncertainties that could cause actual results to differ materially
from the statements made. These factors include the expected
closing of the offering of the notes and Veeco’s ability to effect
any Note Exchanges with some or all of the net proceeds of the
offering, the potential impact of any Note Exchanges and other
risks discussed in the Risk Factors, Business Description and
Management's Discussion and Analysis of Financial Condition and
Results of Operations sections of Veeco's Annual Report on Form
10-K for the year ended December 31, 2022, in the Risk Factors and
Management’s Discussion and Analysis of Financial Condition and
Results of Operations sections of Veeco's Quarterly Report on Form
10-Q for the quarter ended March 31, 2023, and in Veeco's Current
Reports on Form 8-K and press releases. Veeco does not undertake
any obligation to update any forward-looking statements to reflect
future events or circumstances after the date of such
statements.
Veeco Contacts: Investors:
Anthony Pappone | (516) 500-8798 | apappone@veeco.com Media: Kevin
Long | (516) 714-3978 | klong@veeco.com
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