Super Micro Computer, Inc (NASDAQ: SMCI) (“Supermicro” or the
“Company”) today announced the pricing of $700.0 million aggregate
principal amount of newly issued 2.25% Convertible Senior Notes due
2028 (the “New Convertible Notes”) pursuant to privately negotiated
agreements (the “Subscription”). The Company also announced the
amended pricing terms of its existing $1.725 billion aggregate
principal amount of Convertible Senior Notes due 2029 (the
“Existing Notes”) pursuant to privately negotiated agreements with
certain holders of the Existing Notes to amend certain terms of,
and obtain waivers with respect to, (together, the “Amendments”)
the Existing Notes (as so amended, the “Amended Convertible
Notes”). The Amendments are expected to be effective, and the
Subscription is expected to close, on or about February 20, 2025,
subject to customary closing conditions. The Amendments and the
Subscription are cross-conditional. The Company will receive gross
proceeds before expenses related to the New Convertible Notes
offering of approximately $700 million and intends to use such
proceeds for general corporate purposes, including to fund working
capital for growth and business expansion.
Goldman Sachs & Co. LLC and Evercore Group L.L.C. acted as
both placement agents for the offering of the New Convertible Notes
and financial advisors to the Company in connection with the
transactions. ICR Capital LLC acted as financial advisor to the
Company in connection with the transactions.
The New Convertible
Notes
The New Convertible Notes will be senior, unsecured obligations
of the Company and will bear interest at an annual rate of 2.25%,
payable semi-annually on each January 15 and July 15, beginning on
July 15, 2025. The New Convertible Notes will have an initial
conversion rate of 16.3784 shares of the Company’s common stock per
$1,000 principal amount of the New Convertible Notes, which is
equivalent to an initial conversion price of approximately $61.06
per share of the Company’s common stock, representing an initial
conversion premium of approximately 50% over the volume-weighted
average price of the Company’s common stock of $40.7040 on February
12, 2025 (the “Reference Price”). The conversion rate and
conversion price will be subject to adjustment upon the occurrence
of certain events.
The New Convertible Notes will be redeemable, in whole or in
part (subject to certain limitations), for cash at the Company’s
option at any time, and from time to time, on or after March 1,
2026 and on or before the 20th scheduled trading day immediately
before the maturity date, but only if the last reported sale price
per share of the Company’s common stock exceeds 150% of the
conversion price for a specified period of time. The redemption
price will be equal to the principal amount of the New Convertible
Notes to be redeemed, plus accrued and unpaid interest, if any, to,
but excluding, the redemption date.
Holders of the New Convertible Notes will have the right to
require the Company to repurchase all or a portion of their New
Convertible Notes upon the occurrence of a fundamental change (as
defined in the indenture governing the New Convertible Notes) at a
cash repurchase price of 100% of their principal amount plus any
accrued and unpaid interest, if any, to, but excluding the
applicable repurchase date. The New Convertible Notes will mature
on July 15, 2028 unless earlier redeemed, repurchased or converted
in accordance with their terms prior to such date. Prior to the
close of business on the business day immediately preceding January
15, 2028, the New Convertible Notes will be convertible only upon
the satisfaction of certain conditions and during certain periods,
and on and after January 15, 2028, at any time prior to the close
of business on the second scheduled trading day immediately
preceding the maturity date, the New Convertible Notes will be
convertible regardless of these conditions. The Company will settle
conversions of the New Convertible Notes by paying or delivering,
as applicable, cash, shares of the Company’s common stock or a
combination of cash and shares of the Company’s common stock at the
Company’s election.
The New Convertible Notes are being sold only to investors who
are (i) “institutional accounts” as defined in FINRA Rule 4512(c),
(ii) institutional “accredited investors” as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act
of 1933, as amended (the “Securities Act”), and (iii) “qualified
institutional buyers” as defined in Rule 144A under the Securities
Act.
The Amended Convertible
Notes
The Amended Convertible Notes will bear interest from the
effective date of the Amendments at an annual rate of 3.50%,
payable semi-annually on each March 1 and September 1, beginning on
September 1, 2025. The Amended Convertible Notes will have an
initial conversion rate of 11.9842 shares of the Company’s common
stock per $1,000 principal amount of the Amended Convertible Notes,
which is equivalent to an initial conversion price of approximately
$83.44 per share of the Company’s common stock, representing an
initial conversion premium of approximately 105% premium over the
Reference Price. The conversion rate and conversion price will be
subject to adjustment upon the occurrence of certain events. Other
than corresponding changes to the Amended Convertible Notes to
reflect the revised interest rate and conversion price and
conversion rate, the terms of the Amended Convertible Notes remain
substantially unchanged.
In connection with the Amendments and the Subscription, the
Company expects some or all of the holders of the Amended
Convertible Notes and/or the New Convertible Notes may enter into
or unwind various derivatives with respect to the Company’s common
stock and/or purchase or sell shares of the Company’s common stock
concurrently with or shortly after the determination of the amended
conversion price for the Amended Convertible Notes and the
determination of the conversion price for the New Convertible
Notes. In particular, the Company expects that many holders of the
Amended Convertible Notes employ, and holders of the New
Convertible Notes will employ, a convertible arbitrage strategy
with respect to the such notes and have or will establish a short
position with respect to the Company’s common stock that they would
modify or establish through purchases or sales of the Company’s
common stock and/or entering into or unwinding various derivatives
with respect to the Company’s common stock, as the case may be, in
connection with the Amendments or the Subscription. These
transactions could cause or avoid an increase or a decrease in the
market price of the Company’s common stock, which may also affect
the trading price of the Amended Convertible Notes or the New
Convertible Notes at that time.
In connection with the pricing of the Existing Notes in February
of 2024, the Company entered into privately negotiated capped call
transactions with certain financial institutions (the “option
counterparties”). The capped call transactions cover, subject to
anti-dilution adjustments substantially similar to those applicable
to the Existing Notes, the number of shares of the Company’s common
stock underlying the Existing Notes. In connection with the
Amendments, the Company entered into agreements to amend certain
terms of the capped call transactions. Following such amendment of
the capped call transactions, the option counterparties or their
respective affiliates may modify or terminate their hedge positions
by entering into or unwinding various derivatives with respect to
the Company's common stock and/or purchasing or selling the
Company’s common stock or other securities of the Company
concurrently with or shortly after such amendment of the capped
call transactions and also prior to the maturity of the Amended
Convertible Notes (and are likely to do so during any observation
period related to a conversion of the Amended Convertible Notes or
following any repurchase or redemption of the Amended Convertible
Notes by the Company). This activity could also cause or avoid an
increase or a decrease in the market price of the Company’s common
stock or the Amended Convertible Notes or the New Convertible Notes
at that time.
Neither the Amended Convertible Notes, the New Convertible
Notes, nor any shares of the Company’s common stock issuable upon
conversion of the Amended Convertible Notes or the New Convertible
Notes, have been registered under the Securities Act or any state
securities laws, and unless so registered, may not be offered or
sold in the United States absent registration or an applicable
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and other
applicable securities laws.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy the Amended Convertible Notes, the
New Convertible Notes, the Company’s common stock potentially
issuable upon conversion of the Amended Convertible Notes or the
New Convertible Notes or any other securities, and will not
constitute an offer, solicitation or sale in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful.
Cautionary Statement Regarding Forward-Looking
Statements
This press release includes forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of
the Securities Exchange Act of 1934, as amended. Such
forward-looking statements include, among other things, statements
regarding the intended use of the proceeds from the Subscription
and the potential impact of anticipated transactions by holders of
the Amended Convertible Notes, the New Convertible Notes, and the
option counterparties on the Company’s securities. Forward-looking
statements may be identified by the use of the words “could,”
“may,” “will,” “expect,” “intend” and other similar expressions.
These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be
relied on by any investor as, a guarantee, an assurance, a
prediction or a definitive statement of fact or probability. These
forward-looking statements are based on management’s current
expectations and beliefs about future events and are subject to
known and unknown risks and uncertainties that could cause actual
results to differ materially from those implied by the
forward-looking statements. Among those risks and uncertainties
include, but are not limited to, the risks related to whether the
Company will consummate the Amendments or the Subscription, the
anticipated effects of holders of the Amended Convertible Notes or
the New Convertible Notes or the option counterparties entering
into or unwinding derivative transactions with respect to the
Company’s common stock and/or purchasing or selling the Company’s
common stock, market and general conditions, and risks relating to
the Company’s business, including those described in periodic
reports that the Company files from time to time with the
Securities and Exchange Commission. The forward-looking statements
included in this press release speak only as of the date of this
press release, and the Company does not undertake to update the
statements included in this press release for subsequent
developments, except as may be required by law.
About Super Micro Computer, Inc.
Supermicro (NASDAQ: SMCI) is a global leader in
Application-Optimized Total IT Solutions. Founded and operating in
San Jose, California, Supermicro is committed to delivering first
to market innovation for Enterprise, Cloud, AI, and 5G Telco/Edge
IT Infrastructure. We are a Total IT Solutions provider with
server, AI, storage, IoT, switch systems, software, and support
services. Supermicro's motherboard, power, and chassis design
expertise further enable our development and production, enabling
next generation innovation from cloud to edge for our global
customers. Our products are designed and manufactured in-house (in
the US, Taiwan, and the Netherlands), leveraging global operations
for scale and efficiency and optimized to improve TCO and reduce
environmental impact (Green Computing). The award-winning portfolio
of Server Building Block Solutions® allows customers to optimize
for their exact workload and application by selecting from a broad
family of systems built from our flexible and reusable building
blocks that support a comprehensive set of form factors,
processors, memory, GPUs, storage, networking, power, and cooling
solutions (air-conditioned, free air cooling or liquid
cooling).
Supermicro, Server Building Block Solutions, and We Keep IT
Green are trademarks and/or registered trademarks of Super Micro
Computer, Inc.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20250212568166/en/
Investor Relations Contact: Nicole Noutsios Stratos
Advisors email: ir@supermicro.com
Super Micro Computer (NASDAQ:SMCI)
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