SEATTLE--(BUSINESS WIRE)--Impinj, Inc. (“Impinj”) (Nasdaq: PI) today announced the pricing of $75 million aggregate principal amount of Convertible Senior Notes due 2026 (the “notes”) in a private offering (the “offering”) to qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Impinj also granted the initial purchasers of the notes a 13-day option to purchase up to an additional $11.25 million aggregate principal amount of the notes. The sale of the notes to the initial purchasers is expected to settle on December 16, 2019, subject to customary closing conditions, and is expected to result in approximately $72.6 million in net proceeds to Impinj after deducting the initial purchasers’ discount and estimated offering expenses payable by Impinj (assuming no exercise of the initial purchasers’ option to purchase additional notes).
The notes will be senior, unsecured obligations of Impinj. The notes will bear interest at a rate of 2.00% per year. Interest will be payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2020. The notes will mature on December 15, 2026, unless earlier redeemed, repurchased or converted. Impinj may not redeem the notes prior to December 20, 2023. Impinj may redeem for cash all or any portion of the notes, at its option, on or after December 20, 2023, if the last reported sale price of Impinj’s 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 preceding the date on which Impinj provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the notes, which means that Impinj is not required to redeem or retire the notes periodically. Holders of the notes will have the right to require Impinj to repurchase for cash all or a portion of their notes upon the occurrence of a fundamental change (as defined in the indenture governing the notes) at a purchase price of 100% of their principal amount plus any accrued and unpaid interest.
The notes will be convertible at an initial conversion rate of 28.9415 shares of Impinj’s common stock, per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $34.55 per share, which represents a conversion premium of approximately 27.5% to the last reported sale price of $27.10 per share of Impinj’s common stock on The Nasdaq Global Select Market on December 11, 2019).
Prior to the close of business on the business day immediately preceding September 15, 2026, the notes will be convertible at the option of the noteholders only upon the satisfaction of specified conditions and during certain periods. On or after September 15, 2026 until the close of business on the second scheduled trading day preceding the maturity date, the notes will be convertible at the option of the noteholders at any time regardless of these conditions. Conversions of the notes will be settled in cash, shares of Impinj’s common stock, or a combination thereof, at Impinj’s election.
In connection with the pricing of the notes, Impinj entered into privately negotiated capped call transactions with certain of the initial purchasers and/or their respective affiliates and/or other financial institutions (the “option counterparties”). The capped call transactions will cover, subject to anti-dilution adjustments, the number of shares of common stock underlying the notes sold in the offering. The capped call transactions are generally expected to reduce potential dilution to Impinj’s common stock upon any conversion of the notes and/or offset any cash payments Impinj 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. The cap price of the capped call transactions will initially be $54.20 per share, which represents a premium of 100% over the last reported sale price of Impinj’s common stock of $27.10 per share on December 11, 2019, and is subject to certain adjustments under the terms of the capped call transactions. (click for more...)
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