Jun. 24 at 11:30 AM
$ARRY Array Technologies announces proposed private offering of
$250M of senior notes
Array Technologies announced that, subject to market conditions, it intends to offer
$250M in aggregate principal amount of convertible senior notes due 2031 in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended. ARRAY also intends to grant the initial purchasers of the Notes an option to purchase, for settlement within a 13-day period from, and including the date on which the Notes are first issued, up to an additional
$37.5M aggregate principal amount of Notes.
The Notes will be senior, unsecured obligations of ARRAY, and will accrue interest payable semiannually in arrears. ARRAY will settle conversions by paying cash up to the aggregate principal amount of the Notes to be converted and paying or delivering, as the case may be, cash, shares of ARRAY's common stock or a combination of cash and shares of ARRAY's common stock, at ARRAY's election, in respect of the remainder, if any, of ARRAY's conversion obligation in excess of the aggregate principal amount of the Notes being converted, based on the then applicable conversion rate.
The interest rate, the initial conversion rate and certain other terms of the Notes will be determined at the time of pricing of the Offering. ARRAY intends to use the net proceeds from the Offering to repay
$150M of the outstanding indebtedness under its term loan facility, to fund the costs of the capped call transactions described below and the remainder, if any, for general corporate purposes, which may include additional repayments or repurchases of outstanding indebtedness, including any repurchases of the Existing Convertible Notes. If the initial purchasers exercise their option to purchase additional Notes, ARRAY expects to use a portion of the net proceeds from the sale of the additional Notes to enter into additional capped call transactions.
