Synaptics Incorporated Announces Pricing of $500 Million in Convertible Senior Notes Due 2022
June 20 2017 - 11:24PM
Synaptics Incorporated (NASDAQ:SYNA) (the “Company”), the leading
developer of human interface solutions, today announced the pricing
of $500 million aggregate principal amount of 0.50 percent
Convertible Senior Notes due 2022 (the “Notes”) in a private
offering to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended (the “Securities
Act”). In addition, the Company has also granted the initial
purchasers for the offering an option to purchase up to an
additional $25 million aggregate principal amount of Notes.
The Notes will be senior unsecured obligations of the Company,
and interest will be payable semi-annually in arrears on June 15
and December 15 of each year, beginning on December 15, 2017, at a
rate of 0.50 percent per year. The Notes will mature on June 15,
2022, unless earlier repurchased, redeemed or converted in
accordance with their terms. The initial conversion rate will be
13.6947 shares of the Company’s common stock per $1,000 principal
amount of Notes (equivalent to an initial conversion price of
approximately $73.02 per share). The initial conversion price
represents a premium of approximately 32.5 percent to the $55.11
per share closing price of the Company’s common stock on June 20,
2017. Prior to March 15, 2022, the notes will be convertible only
upon satisfaction of certain conditions and during certain periods,
and thereafter, at any time until the close of business on the
business day immediately preceding the maturity date. The Company
will satisfy any conversion elections by paying or delivering, as
the case may be, 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 Company will have the option to redeem
all or any portion of the Notes on or after June 20, 2020, if
certain conditions (including that the Company’s common stock is
trading at or above a specified level) are met, at a redemption
price equal to 100 percent of the principal amount plus accrued and
unpaid interest to, but excluding, the redemption date.
The Company expects to use the net proceeds from the sale of the
Notes to: (i) pay off approximately $123.8 million outstanding
under, and terminate, its term loan facility, (ii) repurchase
approximately $94 million aggregate amount of shares of its common
stock pursuant to its previously authorized common stock repurchase
program as described below, and (iii) together with available cash
and borrowings under its revolving credit facility, fund the cash
portion of its previously announced pending acquisitions of
Conexant Systems, LLC, a technology leader in audio and voice
processing solutions for the smart home (the “Conexant
Acquisition”), and the Multimedia Solutions Business of Marvell
Technology Group, a leader in the advanced media (video and audio)
processing technology for the smart home (the “Marvell Business
Acquisition,” and together with the Conexant Acquisition, the
“Pending Acquisitions”). As previously announced, the Pending
Acquisitions are expected to close in the third calendar quarter of
2017, subject to customary closing conditions, including regulatory
clearance with respect to the Conexant Acquisition. Pending the
allocation of the net proceeds of the Notes to finance the cash
portion of the consideration for the Pending Acquisitions, the net
proceeds may be invested in overnight or other short-term financial
instruments.
The offering is not conditioned upon the completion of either of
the Pending Acquisitions, which, if completed, will occur
subsequent to the closing of the offering. If one or both of the
Pending Acquisitions do not close, the remaining balance of the net
proceeds from the offering will be used for working capital and
general corporate purposes, including to repay amounts outstanding
under the Company’s revolving credit facility.
Repurchases of the Company’s common stock were effected
concurrently with the pricing of the offering in privately
negotiated transactions effected with or through one of the initial
purchasers or its affiliate. The Company repurchased approximately
1.7 million shares indirectly from purchasers of Notes in the
offering at a purchase price per share equal to the closing price
per share of the Company’s common stock on June 20, 2017, which was
$55.11. These repurchases could have increased, or prevented a
decrease in, the market price of the Company’s common stock
concurrently with the pricing of the Notes, and could have resulted
in a higher effective conversion price for the Notes.
Neither the Notes nor any shares of the Company’s common stock
issuable upon conversion of the Notes have been or are expected to
be registered under the Securities Act or the securities laws of
any other jurisdiction and may not be offered or sold in the United
States absent registration or an applicable exemption from such
registration requirements.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall it
constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale is unlawful.
About Synaptics Incorporated: Synaptics is the
pioneer and leader of the human interface revolution, bringing
innovative and intuitive user experiences to intelligent devices.
Synaptics’ broad portfolio of touch, display, and biometrics
products is built on the company’s rich R&D, extensive IP and
dependable supply chain capabilities. With solutions designed for
mobile, PC and automotive industries, Synaptics combines ease of
use, functionality and aesthetics to enable products that help make
our digital lives more productive, secure and enjoyable.
(NASDAQ:SYNA)
Forward-Looking Statements: This press release
contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. Forward-looking
statements, including, without limitation, statements about the
Company’s expected use of proceeds, relate to Synaptics
Incorporated’s current expectations, beliefs, projections and
similar expressions concerning matters that are not historical
facts and are not guarantees of future performance. Forward-looking
statements involve uncertainties, risks, assumptions and
contingencies, many of which are outside Synaptics Incorporated’s
control that may cause actual results to differ materially from
those described in or implied by any forward-looking statements.
All forward-looking statements are based on currently available
information and speak only as of the date on which they are made.
Synaptics Incorporated assumes no obligation to update any
forward-looking statement made in this press release that becomes
untrue because of subsequent events, new information or otherwise,
except to the extent it is required to do so in connection with its
ongoing requirements under Federal securities laws. For a further
discussion of factors that could cause Synaptics Incorporated’s
future results to differ materially from any forward-looking
statements, see the section entitled "Risk Factors" in Synaptics
Incorporated’s Annual Report on Form 10-K for the year ended June
25, 2016 and other risks described in documents filed
by Synaptics Incorporated from time to time with the
Securities and Exchange Commission.
For further information, please contact:
Ann Minooka, Synaptics Incorporated
408-904-1673
ann.minooka@synaptics.com
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