SolarEdge Technologies, Inc. (Nasdaq: SEDG) (“SolarEdge”) today
announced its intention to offer, subject to market conditions and
other factors, $300 million aggregate principal amount of
Convertible Senior Notes due 2029 (the “Notes”) in a private
offering (the “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”). In
connection with the Offering, SolarEdge expects to grant the
initial purchasers of the Notes a 13-day option to purchase up to
an additional $45 million aggregate principal amount of the Notes
on the same terms and conditions.
The final terms of the Notes, including the initial conversion
price, interest rate and certain other terms, will be determined at
the time of pricing of the Offering. When issued, the Notes will be
senior, unsecured obligations of SolarEdge. The Notes will mature
on July 1, 2029, unless earlier repurchased, redeemed or converted
in accordance with their terms prior to such date. 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 or a combination thereof, with the form of consideration
to be determined at SolarEdge’s election.
SolarEdge intends to use the net proceeds from the Offering to
pay the cost of the capped call transactions (as defined below),
redeem a portion of its outstanding 0.000% Convertible Notes due
2025 (the “2025 Notes”) and for general corporate purposes. If the
initial purchasers exercise their option to purchase additional
Notes, SolarEdge 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 and the remainder
to redeem an additional portion of its outstanding 2025 Notes and
for general corporate purposes.
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, if conducted concurrently with the
Offering, may result in a higher initial conversion price for the
Notes.
In connection with the pricing of the Notes, SolarEdge expects
to enter into capped call transactions (the “capped call
transactions”) with one or more of the initial purchasers or their
respective affiliates (the “option counterparties”). The capped
call transactions are expected generally to reduce the potential
dilution to SolarEdge’s common stock upon any conversion of the
Notes and/or offset any cash payments SolarEdge is 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. If the
initial purchasers exercise their option to purchase additional
Notes, SolarEdge expects to enter into additional capped call
transactions with the option counterparties.
In connection with establishing 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. These activities 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 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 the observation period for
conversions of the Notes following April 1, 2029 and, to the extent
that SolarEdge unwinds a corresponding portion of the capped call
transactions, following an early conversion of the Notes or
repurchase or redemption of the Notes). This activity could also
cause or avoid an increase or a decrease in the market price of
SolarEdge’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 will be 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 issuable upon conversion of the Notes, if
any, have not been, and will not be, registered under the
Securities Act or the securities laws of any other jurisdiction,
and unless so registered, the Notes and such shares, if any, may
not be offered or sold in the United States except pursuant to an
applicable exemption from such registration requirements.
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
issuable upon conversion of the Notes) in any state or jurisdiction
in which the offer, solicitation, or sale would be unlawful prior
to the registration or qualification thereof under the securities
laws of any such state or jurisdiction.
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 timing and amount of the Offering and capped call
transactions, whether SolarEdge will be able to consummate the
Offering and capped call transactions, the terms of the Offering
and capped call transactions and 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 assumes no obligation, and
disclaims any duty, to update the forward-looking statements in
this release.
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 cannot guarantee future results, levels of
activity, performance or achievements. SolarEdge is under no duty
to update any of these forward-looking statements after the date of
this release or to conform these statements to actual results or
revised expectations.
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version on businesswire.com: https://www.businesswire.com/news/home/20240624782861/en/
Investor Contacts SolarEdge Technologies, Inc. JB Lowe,
Head of Investor Relations investors@solaredge.com or Sapphire
Investor Relations, LLC Erica Mannion or Michael Funari
investors@solaredge.com
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