Astronics Corporation (NASDAQ: ATRO) (“Astronics” or the
“Company”) today announced the pricing of $150 million aggregate
principal amount of 5.500% convertible senior notes due 2030 (the
“Notes”) in a private offering to persons reasonably believed to be
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”).
Astronics also granted the initial purchasers of the Notes an
option to purchase up to an additional $15 million aggregate
principal amount of the Notes, for settlement within a 13-day
period beginning on, and including, the first date on which the
Notes are issued. The offering of the Notes is expected to close on
December 3, 2024, subject to customary closing conditions.
The Notes will be Astronics’ senior unsecured obligations. The
Notes will mature on March 15, 2030, unless earlier converted,
redeemed or repurchased. The Notes will bear interest at a rate of
5.500% per year, payable semi-annually in arrears on March 15 and
September 15 of each year, beginning on March 15, 2025.
Prior to the close of business on the business day immediately
preceding December 15, 2029, noteholders will have the right to
convert their Notes only upon the occurrence of certain events. On
or after December 15, 2029, noteholders may convert all or any
portion of their Notes at any time at their election until the
close of business on the second scheduled trading day immediately
preceding the maturity date. Upon conversion, Astronics will
satisfy its conversion obligations by paying and/or delivering, as
the case may be, cash, shares of its common stock or a combination
of cash and shares of its common stock, at its election. The
initial conversion rate for the Notes is 43.6814 shares of common
stock per $1,000 principal amount of Notes (equivalent to an
initial conversion price of approximately $22.89 per share of
common stock), which represents an approximately 30% conversion
premium over the last reported sale price of $17.61 per share of
Astronics’ common stock on The Nasdaq Stock Market on November 25,
2024. The conversion rate (and accordingly the conversion price) is
subject to adjustment upon the occurrence of certain events. In
addition, upon certain corporate events or upon a notice of
redemption (as described below), Astronics will, under certain
circumstances, increase the conversion rate for noteholders who
convert Notes in connection with such a corporate event or convert
their Notes called (or deemed called) for redemption during the
related redemption period, as the case may be.
The Notes will not be redeemable before March 20, 2028. The
Notes will be redeemable, in whole or in part, for cash at
Astronics’ option at any time, and from time to time, on or after
March 20, 2028 and prior to the 51st scheduled trading day
immediately preceding the maturity date, if the last reported sale
price per share of Astronics’ common stock has been at least 130%
of the conversion price for a specified period of time. The
redemption price will be 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 a "fundamental change" (as will be defined in the indenture
for the Notes) occurs, then, subject to limited exceptions,
noteholders may require Astronics to repurchase their Notes for
cash. The repurchase price will be equal to the principal amount of
the Notes to be repurchased, plus accrued and unpaid interest to,
but excluding, the applicable repurchase date.
Astronics expects to use a portion of the net proceeds from the
offering to repay all outstanding borrowings under its term loan
facility. Astronics expects to use the remainder of the net
proceeds from the offering to fund the repayment of a portion of
its outstanding borrowings under its revolving credit facility and
to pay fees and expenses in connection with the offering.
The Notes were offered 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
Astronics’ common stock issuable upon conversion of the Notes have
not been registered under the Securities Act, or any state
securities law, and the Notes and any such shares may not be
offered or sold absent registration under, or pursuant to an
exemption from, or in a transaction not subject to, the Securities
Act and applicable state securities laws.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any securities, including the Notes
or any shares of Astronics’ common stock, nor shall there be any
offer, solicitation or sale of any Notes or any such shares of
Astronics’ common stock in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About Astronics Astronics Corporation (NASDAQ: ATRO)
serves the world’s aerospace, defense and other mission-critical
industries with proven innovative technology solutions. Astronics
works side-by-side with customers, integrating its array of power,
connectivity, lighting, structures, interiors and test technologies
to solve complex challenges. For over 50 years, Astronics has
delivered creative, customer-focused solutions with exceptional
responsiveness. Today, global airframe manufacturers, airlines,
military branches, completion centers and Fortune 500 companies
rely on the collaborative spirit and innovation of Astronics.
Forward-Looking Statements This press release contains
statements that are “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. One
can identify these forward-looking statements by the use of the
words “expect,” “anticipate,” “plan,” “may,” “will,” “estimate,”
“feeling” or other similar expressions and include all statements
with regard to the completion, timing and size of the proposed
offering, the intended use of proceeds, and the terms of the Notes
being offered. Because such statements apply to future events, they
are subject to risks and uncertainties that could cause actual
results to differ materially from those contemplated by the
statements. Important factors that could cause actual results to
differ materially from what may be stated here include the trend in
growth with passenger power and connectivity on airplanes, the
state of the aerospace and defense industries, the market
acceptance of newly developed products, internal production
capabilities, the timing of orders received, the status of customer
certification processes and delivery schedules, the demand for and
market acceptance of new or existing aircraft which contain the
Company’s products, the impact of regulatory activity and public
scrutiny on production rates of a major U.S. aircraft manufacturer,
the need for new and advanced test and simulation equipment,
customer preferences and relationships, the effectiveness of the
Company’s supply chain, and other factors which are described in
filings by Astronics with the Securities and Exchange Commission.
Except as required by applicable law, the Company assumes no
obligation to update forward-looking information in this news
release whether to reflect changed assumptions, the occurrence of
unanticipated events or changes in future operating results,
financial conditions or prospects, or otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241126969679/en/
Company: David C. Burney Executive Vice President and CFO
invest@astronics.com +1.716.805.1599 Investor: Alliance
Advisors IR Deborah K. Pawlowski Senior Managing Director
dpawlowski@allianceadvisors.com +1.716.843.3908
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