Silicon Labs Convertible Senior Note Pricing Press Release - Page 2
Silicon Labs to purchase for cash all or part of their notes at a purchase price equal to 100% of the principal amount of the notes to be purchased, plus accrued and unpaid interest, if any, up to, but excluding, the fundamental change purchase date. In addition, if certain make-whole fundamental changes occur or if the notes are subject to redemption, Silicon Labs will, in certain circumstances, increase the conversion rate for any notes converted in connection with such make-whole fundamental change or such redemption.
Silicon Labs estimates that the net proceeds from the offering will be approximately $490.1 million (or approximately $524.5 million if the initial purchasers exercise in full their option to purchase additional notes), after deducting fees and estimated expenses. Silicon Labs plans to use approximately $310 million of the net proceeds from the offering of the notes to repay in full all amounts outstanding under Silicon Labs’ existing credit facility. Silicon Labs plans to use the remainder of the net proceeds from the offering of the notes, along with cash on hand, to repurchase a portion of Silicon Labs’ outstanding 1.375% convertible senior notes due 2022 (the “2022 notes”). Silicon Labs entered into privately negotiated transactions contemporaneously with the pricing of the notes to repurchase approximately $236.8 million in aggregate principal amount of the 2022 notes, plus accrued and unpaid interest, for approximately $277.8 million in cash.
The offering is being made to qualified institutional buyers pursuant to Rule 144A under the Securities Act, as amended. Neither the notes nor any shares of Silicon Labs common stock issuable upon conversion of the notes have been registered under the Securities Act of 1933, as amended, or under any state securities laws, and may not be offered or sold in the United States or to U.S. persons without registration under, or an applicable exemption from, the registration requirements. This announcement does not constitute 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 Silicon Labs
Silicon Labs is a leading provider of silicon, software and solutions for a smarter, more connected world. Our award-winning technologies are shaping the future of the Internet of Things, Internet infrastructure, industrial automation, consumer and automotive markets. Our world-class engineering team creates products focused on performance, energy savings, connectivity and simplicity.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These statements involve risks and uncertainties that could cause actual results to differ materially from those projected. Such statements may include, without limitation, statements regarding: (i) the ability to complete the offering, and (ii) the use of