SAN DIEGO, Sept. 20, 2017 /PRNewswire/ -- Maxwell
Technologies, Inc. (NASDAQ: MXWL) ("Maxwell"), a leading developer
and manufacturer of capacitor energy storage and power delivery
solutions, today announced the pricing of its offering of
$40 million aggregate principal
amount of 5.50% Convertible Senior Notes due 2022 (the "notes") in
a private placement to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"). Maxwell also granted to the initial purchaser of
the notes a 30-day option to purchase up to an additional
$6.0 million aggregate principal
amount of the notes. The sale of the notes to the initial purchaser
is expected to settle on September 25,
2017, subject to customary closing conditions, and is
expected to result in approximately $37.4
million in net proceeds to Maxwell after deducting fees and
estimated offering expenses payable by Maxwell (assuming no
exercise of the initial purchaser's option to purchase additional
notes).
The notes will be general unsecured obligations of Maxwell. The
notes will bear interest at a fixed rate of 5.50% per year, payable
semiannually in arrears on March 15
and September 15 of each year,
beginning on March 15, 2018. The
notes will mature on September 15,
2022, unless earlier repurchased, redeemed or converted. The
notes will not be redeemable at Maxwell's option prior to
September 20, 2020. On or after
September 20, 2020, all or any
portion of the notes will be redeemable at Maxwell's option at a
redemption price equal to 100% of the principal amount of the
notes, plus accrued and unpaid interest to, but excluding the
redemption date, if the last reported sale price of Maxwell's
common stock for at least 20 trading days in any 30 trading day
period has been at least 130% of the conversion price then in
effect for the notes.
Maxwell intends to use the net proceeds from the offering for
general corporate purposes, which may include research and
development expenses, capital expenditures, working capital and
general and administrative expenses.
Prior to the close of business on the business day immediately
preceding June 15, 2022, the notes
will be convertible at the option of holders only upon the
satisfaction of specified conditions and during certain periods.
Thereafter until close of business on the business day immediately
preceding maturity, the notes will be convertible at the option of
the holders at any time regardless of these conditions. Conversions
of the notes will be settled in cash, shares of Maxwell common
stock or a combination thereof, at Maxwell's election. The initial
conversion rate is 157.5101 shares of common stock per $1,000 principal amount of notes (equivalent to
an initial conversion price of approximately $6.35 per share of Maxwell common stock). The
conversion rate and the corresponding conversion price will be
subject to adjustment upon the occurrence of certain events, but
will not be adjusted for any accrued and unpaid interest. The
initial conversion price of the notes represents a premium of
approximately 24.0% to the $5.12
per share closing price of Maxwell's common stock on September 20, 2017.
If Maxwell undergoes a fundamental change (as defined in the
indenture governing the notes), holders may require Maxwell to
repurchase for cash all or any portion of their notes at a
repurchase price equal to 100% of the principal amount of the notes
to be repurchased, plus accrued and unpaid interest, if any, to,
but excluding, the fundamental change repurchase date. In addition,
if certain make-whole fundamental changes occur or if Maxwell
delivers a notice of redemption, Maxwell will, in certain
circumstances, increase the conversion rate for any notes converted
in connection with such make-whole fundamental change or notice of
redemption, as the case may be.
Neither the notes nor any shares of Maxwell's common stock
issuable upon conversion of the notes have been or are expected to
be registered under the Securities Act or under any state
securities laws and, unless so registered, may not be offered or
sold in the United States or to
U.S. persons except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy the notes or any shares of Maxwell common stock
issuable upon conversion of the notes, nor shall there be any sale
of the notes or such shares, in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful.
About Maxwell Technologies
Maxwell is a global leader in the development and manufacture of
innovative, cost-effective energy storage and power delivery
solutions. Our ultracapacitor products provide safe and reliable
power solutions for applications in consumer and industrial
electronics, transportation, renewable energy and information
technology. Our CONDIS® high-voltage grading and coupling
capacitors help to ensure the safety and reliability of electric
utility infrastructure and other applications involving transport,
distribution and measurement of high-voltage electrical energy. For
more information, visit www.maxwell.com.
Forward-Looking Statements
In addition to historical facts, this press release contains
forward-looking statements that involve a number of risks and
uncertainties such as those, among others, relating to Maxwell's
expectations regarding Maxwell's use of proceeds and the timing and
closing of the notes offering. Among the factors that could cause
actual results to differ materially from those indicated in the
forward-looking statements are risks and uncertainties associated
with market conditions, the satisfaction of closing conditions
related to the note offering, as well as risks and uncertainties
associated with Maxwell's business and finances in general. For
further information regarding risks and uncertainties associated
with Maxwell's business, please refer to the "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" and "Risk Factors" sections of Maxwell's SEC filings,
including, but not limited to, the annual report on Form 10-K and
quarterly reports on Form 10-Q. Forward-looking statements speak
only as of the date the statements are made and are based on
information available to Maxwell at the time those statements are
made and/or management's good faith belief as of that time with
respect to future events. Maxwell undertakes no duty to update any
forward-looking statement to reflect actual results or changes in
Maxwell's expectations.
Investor Contact: Soohwan
Kim, CFA, The Blueshirt Group, +1 (858) 503-3368,
ir@maxwell.com
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SOURCE Maxwell Technologies, Inc.