SolarEdge Technologies, Inc. Announces Pricing of Private Offering of $300 Million of 2.25% Convertible Senior Notes due 2029
Summary
MILPITAS, Calif., June 26, 2024--(BUSINESS WIRE)--SolarEdge Technologies, Inc. (Nasdaq: SEDG) ("SolarEdge") today announced the pricing of $300 million aggregate principal amount of 2.25% 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"). On or after June 28, 2027, SolarEdge may redeem the Notes at its option if the last reported sale price of SolarEdges common stock has been at least 130% of the conversion price then in effect for 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 SolarEdge provides notice of redemption, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.Holders of the Notes will have the right to require SolarEdge to repurchase all or a portion of their Notes upon the occurrence of a fundamental change (as defined in the indenture governing the Notes) in cash at a fundamental change repurchase price of 100% of their principal amount plus any accrued and unpaid interest to, but not including, the fundamental change repurchase date. SolarEdge intends to use approximately $25.2 million of the net proceeds from the Offering to pay the cost of the capped call transactions (as defined below). The capped call transactions are expected generally to reduce the potential dilution to SolarEdges 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 initially equal to approximately $48.84 per share (which represents a premium of approximately 85% over the last reported sale price of the common stock on the Nasdaq Global Select Market on June 25, 2024), subject to certain adjustments under the terms of the capped call transactions. 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 plans to establish their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to purchase shares of SolarEdges common stock and/or enter into various derivative transactions with respect to SolarEdges common stock concurrently with or shortly after the pricing of the Notes.