Adesto Technologies Corporation (Nasdaq: IOTS) announced today that
it intends to offer, subject to market conditions and other
factors, Convertible Senior Notes due 2024 (the
“
notes”) in a private offering to qualified
institutional buyers pursuant to Rule 144A (“
Rule
144A”) promulgated under the Securities Act of 1933, as
amended (the “
Act”) (such offering, the
“
offering”). Adesto also intends to grant to the
initial purchaser of the notes a 13-day option to purchase
additional notes.
The notes will be senior, unsecured obligations of Adesto, and
will bear interest payable semiannually in arrears. The notes will
mature on September 15, 2024, unless earlier converted, redeemed or
repurchased. Prior to June 15, 2024, the notes will be convertible
at the option of holders of the notes only under certain
circumstances, and thereafter, at any time prior to the close of
business on the business day immediately preceding the maturity
date. Upon conversion, the notes may be settled in shares of Adesto
common stock, cash, or a combination thereof, at the election of
Adesto.
The interest rate, conversion rate, offering price, and other
terms of the notes are to be determined at the time of pricing of
the offering.
Adesto expects to use a portion of the net proceeds from the
offering to repay in full Adesto’s existing term loan and a portion
of the net proceeds from the offering of the notes to pay the cost
of the capped call transactions described below. Adesto expects to
use the remainder of the net proceeds from the offering for general
corporate purposes, which may include investments, acquisitions, or
other strategic transactions. However, Adesto has not designated
any specific uses and has no current agreements or commitments with
respect to any material investment, acquisition, or strategic
transaction. If the initial purchaser exercises its option to
purchase additional notes, Adesto expects to use a portion of the
net proceeds from the sale of additional notes to enter into
additional capped call transactions with the option counterparties
(as defined below). Any remaining net proceeds from the sale of
additional notes will be used for general corporate purposes.
In connection with the offering of the notes, Adesto expects to
enter into privately negotiated capped call transactions with one
or more financial institutions (the “option counterparties”). The
capped call transactions are expected generally to offset potential
dilution to holders of Adesto’s common stock as a result of any
conversion of the notes, with such offset subject to a cap.
In connection with establishing their initial hedges of the
capped call transactions, Adesto expects that the option
counterparties and/or their respective affiliates will purchase
shares of Adesto common stock and/or enter into various derivative
transactions with respect to Adesto common stock concurrently with
or shortly after the pricing of the notes. This activity could
increase (or reduce the size of any decrease in) the market price
of Adesto common stock or the notes at that time.
In addition, Adesto expects that the option counterparties
and/or their respective affiliates may modify their hedge positions
by entering into or unwinding various derivatives with respect to
Adesto common stock and/or purchasing or selling Adesto common
stock in secondary market transactions following the pricing of the
notes and prior to the maturity of the notes (and are likely to do
so on each exercise date for the capped call transactions or
following any termination of any portion of the capped call
transactions in connection with any repurchase, redemption or
conversion of notes by Adesto). This activity could also cause or
avoid an increase or decrease in the market price of Adesto common
stock or the notes, which could affect holders’ ability to convert
the notes and, to the extent the activity occurs during any
observation period related to a conversion of notes, it could
affect the amount and value of the consideration that holders will
receive upon conversion of such notes.
This press release is neither an offer to sell nor a
solicitation of an offer to buy any of these securities (including
the shares of Adesto common stock, if any, into which the notes are
convertible) and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offer, solicitation or sale
is unlawful. Any offers of the notes will be made only to qualified
institutional buyers pursuant to Rule 144A by means of a private
offering memorandum.
The notes and any shares of Adesto common stock issuable upon
conversion of the notes have not been and will not be registered
under the Act, or any state securities laws and may not be offered
or sold in the United States absent registration or an applicable
exemption from such registration requirements.
Use of forward looking statements
This press release contains “forward-looking statements”
including, among other things, statements relating to the
completion, timing and size of the proposed offering, the granting
of a 13-day option to purchase additional notes, the potential
effects of entering into the capped call transactions, and the
expected use of proceeds from the offering. Statements containing
words such as “could,” “believe,” “expect,” “intend,” “will,” or
similar expressions constitute forward-looking statements. These
forward-looking statements are made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
These statements involve risks and uncertainties that could cause
actual results to differ materially, including, but not limited to,
whether Adesto will offer the notes or consummate the offering, the
final terms of the offering and the capped call transactions,
prevailing market conditions, the anticipated principal amount of
the notes, which could differ based upon market conditions, the
anticipated use of the proceeds of the offering, which could change
as a result of market conditions or for other reasons, the impact
of general economic, industry or political conditions in the United
States or internationally, and the entry into the capped call
transactions and the actions of the option counterparties and their
respective affiliates and whether the capped call transactions will
become effective. The foregoing list of risks and uncertainties is
illustrative, but is not exhaustive. For information about other
potential factors that could affect Adesto’s business and financial
results, please review the “Risk Factors” described in Adesto’s
Annual Report on Form 10-K for the year ended December 31, 2018 and
Quarterly Report on Form 10-Q for the quarterly period ended June
30, 2019 filed with the Securities and Exchange Commission, or SEC,
and in Adesto’s other filings with the SEC. Except as may be
required by law, Adesto undertakes no obligation, and does not
intend, to update these forward-looking statements after the date
of this release.
Source: Adesto Technologies Corporation
Adesto Media ContactJen
Bernier-Santarini+1 650-336-4222Jen.bernier@adestotech.com
Adesto Investor
Relations:Leanne K. SieversShelton
Group+1-949-224-3874sheltonir@sheltongroup.com
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