SolarEdge Technologies, Inc. Announces Proposed Private Offering of $500 Million of Convertible Senior Notes
September 22 2020 - 7:01AM
Business Wire
SolarEdge Technologies, Inc. (Nasdaq: SEDG) (“SolarEdge”) today
announced its intention to offer, subject to market conditions and
other factors, $500 million aggregate principal amount of
Convertible Senior Notes due 2025 (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”). In
connection with the Offering, SolarEdge expects to grant the
initial purchasers of the Notes a 13-day option to purchase up to
an additional $75 million aggregate principal amount of the Notes
on the same terms and conditions.
The final terms of the Notes, including the initial conversion
price, interest rate and certain other terms, will be determined at
the time of pricing of the Offering. When issued, the Notes will be
senior, unsecured obligations of SolarEdge. The Notes will mature
on September 15, 2025, unless earlier repurchased, redeemed or
converted in accordance with their terms prior to such date. Prior
to the close of business on the business day immediately preceding
June 15, 2025, the Notes will be convertible at the option of the
holders of the Notes only upon the satisfaction of specified
conditions and during certain periods. On or after June 15, 2025
until the close of business on the second scheduled trading day
immediately prior to the maturity date, the Notes will be
convertible, at the option of the holders of Notes, at any time
regardless of such conditions. The Notes will be convertible into
cash, shares of common stock of SolarEdge or a combination thereof,
with the form of consideration to be determined at SolarEdge’s
election. The Notes will not be redeemable prior to their maturity
date.
SolarEdge intends to use the net proceeds from the Offering for
general corporate purposes.
The Notes will be offered only to persons reasonably believed to
be qualified institutional buyers pursuant to Rule 144A under the
Securities Act. The offer and sale of the Notes and any shares of
common stock of SolarEdge issuable upon conversion of the Notes, if
any, have not been, and will not be, registered under the
Securities Act or the securities laws of any other jurisdiction,
and unless so registered, the Notes and such shares, if any, may
not be offered or sold in the United States except pursuant to an
applicable exemption from such registration requirements.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any offer or
sale of, the Notes (or any shares of common stock of SolarEdge
issuable upon conversion of the Notes) in any state or jurisdiction
in which the offer, solicitation, or sale would be unlawful prior
to the registration or qualification thereof under the securities
laws of any such state or jurisdiction.
Forward-Looking
Statements
This press release contains forward-looking statements,
including, among other things, about whether SolarEdge will be able
to consummate the Offering, the terms of the Offering and the
satisfaction of customary closing conditions with respect to the
Offering and the anticipated use of the net proceeds of the
Offering. The words such as “may,” “should,” “will,” “believe,”
“expect,” “anticipate,” “target,” “project,” and similar phrases
that denote future expectations or intent are intended to identify
forward-looking statements. You should not rely upon
forward-looking statements as predictions of future events.
The outcome of the events described in these forward-looking
statements is subject to known and unknown risks, uncertainties,
and other factors that may cause actual results, performance, or
achievements to differ materially, including (i) changes as a
result of market conditions or for other reasons, (ii) the risk
that the Offering will not be consummated, and (iii) the impact of
general economic, industry or political conditions in the United
States or internationally.
The forward-looking statements contained in this press release
are also subject to additional risks, uncertainties, and factors,
including those more fully described in SolarEdge’s filings with
the Securities and Exchange Commission (the “SEC”), including its
annual report on Form 10-K for the fiscal year ended December 31,
2019 and its quarterly reports on Form 10-Q for the quarters ended
March 31, 2020 and June 30, 2020. Further information on potential
risks that could affect actual results will be included in the
subsequent periodic and current reports and other filings that
SolarEdge makes with the SEC from time to time.
Source: SolarEdge Technologies, Inc.
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version on businesswire.com: https://www.businesswire.com/news/home/20200922005512/en/
Investor Contacts SolarEdge Technologies, Inc. Ronen Faier,
Chief Financial Officer +1 510-498-3263 investors@solaredge.com or
Sapphire Investor Relations, LLC Erica Mannion or Michael Funari +1
617-542-6180 investors@solaredge.com
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