Impinj, Inc. (“Impinj”) (Nasdaq: PI) today announced the pricing
of $75 million aggregate principal amount of Convertible Senior
Notes due 2026 (the “notes”) in a private offering (the “offering”)
to qualified institutional buyers pursuant to Rule 144A promulgated
under the Securities Act of 1933, as amended (the “Securities
Act”). Impinj also granted the initial purchasers of the notes a
13-day option to purchase up to an additional $11.25 million
aggregate principal amount of the notes. The sale of the notes to
the initial purchasers is expected to settle on December 16, 2019,
subject to customary closing conditions, and is expected to result
in approximately $72.6 million in net proceeds to Impinj after
deducting the initial purchasers’ discount and estimated offering
expenses payable by Impinj (assuming no exercise of the initial
purchasers’ option to purchase additional notes).
The notes will be senior, unsecured obligations of Impinj. The
notes will bear interest at a rate of 2.00% per year. Interest will
be payable semi-annually in arrears on June 15 and December 15 of
each year, beginning on June 15, 2020. The notes will mature on
December 15, 2026, unless earlier redeemed, repurchased or
converted. Impinj may not redeem the notes prior to December 20,
2023. Impinj may redeem for cash all or any portion of the notes,
at its option, on or after December 20, 2023, if the last reported
sale price of Impinj’s common stock has been at least 130% of the
conversion price then in effect for at least 20 trading days
(whether or not consecutive) during any 30 consecutive trading day
period (including the last trading day of such period) ending on
and including the trading day preceding the date on which Impinj
provides notice of redemption at a redemption price equal to 100%
of the principal amount of the notes to be redeemed, plus any
accrued and unpaid interest to, but excluding, the redemption date.
No sinking fund is provided for the notes, which means that Impinj
is not required to redeem or retire the notes periodically. Holders
of the notes will have the right to require Impinj to repurchase
for cash all or a portion of their notes upon the occurrence of a
fundamental change (as defined in the indenture governing the
notes) at a purchase price of 100% of their principal amount plus
any accrued and unpaid interest.
The notes will be convertible at an initial conversion rate of
28.9415 shares of Impinj’s common stock, per $1,000 principal
amount of notes (equivalent to an initial conversion price of
approximately $34.55 per share, which represents a conversion
premium of approximately 27.5% to the last reported sale price of
$27.10 per share of Impinj’s common stock on The Nasdaq Global
Select Market on December 11, 2019).
Prior to the close of business on the business day immediately
preceding September 15, 2026, the notes will be convertible at the
option of the noteholders only upon the satisfaction of specified
conditions and during certain periods. On or after September 15,
2026 until the close of business on the second scheduled trading
day preceding the maturity date, the notes will be convertible at
the option of the noteholders at any time regardless of these
conditions. Conversions of the notes will be settled in cash,
shares of Impinj’s common stock, or a combination thereof, at
Impinj’s election.
In connection with the pricing of the notes, Impinj entered into
privately negotiated capped call transactions with certain of the
initial purchasers and/or their respective affiliates and/or other
financial institutions (the “option counterparties”). The capped
call transactions will cover, subject to anti-dilution adjustments,
the number of shares of common stock underlying the notes sold in
the offering. The capped call transactions are generally expected
to reduce potential dilution to Impinj’s common stock upon any
conversion of the notes and/or offset any cash payments Impinj is
required to make in excess of the principal amount of converted
notes, as the case may be, with such reduction and/or offset
subject to a cap. The cap price of the capped call transactions
will initially be $54.20 per share, which represents a premium of
100% over the last reported sale price of Impinj’s common stock of
$27.10 per share on December 11, 2019, and is subject to certain
adjustments under the terms of the capped call transactions.
Impinj has been advised that, in connection with establishing
their initial hedges of the capped call transactions, the option
counterparties or their respective affiliates expect to purchase
shares of Impinj’s common stock and/or enter into various
derivative transactions with respect to the 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 Impinj’s common stock or the notes at that time. In
addition, Impinj expects that the option counterparties or their
respective affiliates may modify their hedge positions by entering
into or unwinding various derivatives with respect to the common
stock and/or by purchasing or selling shares of the common stock or
other securities of Impinj in secondary market transactions
following the pricing of the notes and prior to the maturity of the
notes (and are likely to do so following any conversion, repurchase
or redemption of the notes, to the extent Impinj exercises the
relevant election under the capped call transactions). This
activity could also cause or avoid an increase or a decrease in the
market price of the common stock or the notes, which could affect
the ability of noteholders to convert the notes and, to the extent
the activity occurs following a conversion or during any
observation period related to a conversion of the notes, could
affect the number of shares and value of the consideration that
noteholders will receive upon conversion of the notes.
Impinj intends to use approximately $8.8 million of the net
proceeds from the offering of the notes to pay the cost of the
capped call transactions. If the initial purchasers exercise their
option to purchase additional notes, Impinj expects to use a
portion of the net proceeds from the sale of such additional notes
to enter into additional capped call transactions with the option
counterparties. Impinj intends to use approximately $24.0 million
of the net proceeds to prepay and terminate its senior credit
facility. Impinj intends to use the remainder of the net proceeds
from the offering for general corporate purposes.
The notes were only offered to qualified institutional buyers
pursuant to Rule 144A promulgated under the Securities Act by means
of a private offering memorandum. Neither the notes nor the shares
of Impinj’s common stock potentially issuable upon conversion of
the notes, if any, have been, or will be, registered under the
Securities Act or the securities laws of any other jurisdiction,
and unless so registered, may not be offered or sold in the United
States except pursuant to an applicable exemption from such
registration requirements.
This announcement is neither an offer to sell nor a solicitation
of an offer to buy any of these securities and shall not constitute
an offer, solicitation or sale in any jurisdiction in which such
offer, solicitation or sale is unlawful.
About Impinj
Impinj (NASDAQ: PI) wirelessly connects billions of everyday
items such as apparel, medical supplies, automobile parts, luggage
and food to consumer and business applications such as inventory
management, patient safety, asset tracking and item authentication.
The Impinj platform uses RAIN RFID to deliver timely information
about these items to the digital world, thereby enabling the
Internet of Things.
Cautionary Language Concerning Forward-Looking
Statements
This release contains forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended, and the Private
Securities Litigation Reform Act of 1995, including but not limited
to, statements regarding whether Impinj will issue the notes, the
extent, and potential effects, of the capped call transactions,
whether the capped call transactions will become effective, the
potential dilution to Impinj’s common stock and the expected use of
the proceeds from the sale of the notes, and other statements
contained in this press release that are not historical facts.
These forward-looking statements are made as of the date they were
first issued and were based on current expectations, estimates,
forecasts and projections as well as the beliefs and assumptions of
management. Words such as “expect,” “anticipate,” “should,”
“believe,” “hope,” “target,” “project,” “goals,” “estimate,”
“potential,” “predict,” “may,” “will,” “might,” “could,” “intend,”
“shall” and variations of these terms or the negative of these
terms and similar expressions are intended to identify these
forward-looking statements. Forward-looking statements are subject
to a number of risks and uncertainties, many of which involve
factors or circumstances that are beyond Impinj’s control. Impinj’s
actual results could differ materially from those stated or implied
in forward-looking statements due to a number of factors, including
but not limited to, risks detailed in Impinj’s filings and reports
with the Securities and Exchange Commission (“SEC”), as well as
other filings and reports that may be filed by Impinj from time to
time with the SEC. In particular, the following factors, among
others, could cause results to differ materially from those
expressed or implied by such forward-looking statements: the market
for Impinj’s products may develop more slowly than expected or than
it has in the past; quarterly and annual operating results may
fluctuate more than expected; Impinj faces intense competition in
its market; weakened global economic conditions may adversely
affect its industry or customers; changes in foreign exchange
rates; general political or destabilizing events, including war,
conflict or acts of terrorism; Impinj’s average selling prices and
gross margins may decline and adversely impact its financial
performance; Impinj may be unable to adequately protect its
intellectual property; changes to the regulatory regime for
Impinj’s products and services may harm its business; and other
risks and uncertainties. Past performance is not necessarily
indicative of future results. Impinj anticipates that subsequent
events and developments will cause its views to change. Impinj
undertakes no intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. These forward-looking statements should
not be relied upon as representing Impinj’s views as of any date
subsequent to the date of this press release.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20191211006027/en/
Investor Relations ir@impinj.com +1-206-315-4470
Media Relations Jill West Sr. Director Global Marketing &
Communications jwest@impinj.com +1 206-834-1110
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