Impinj, Inc. Announces Proposed Private Offering of $225 Million of Convertible Senior Notes Due 2027
November 01 2021 - 4:05PM
Business Wire
Impinj, Inc. (Nasdaq: PI) a leading RAIN RFID provider and
Internet of Things pioneer, today announced its intention to offer,
subject to market conditions and other factors, $225 million
aggregate principal amount of Convertible Senior Notes due 2027
(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 expects to grant the initial purchasers of the notes a 13-day
option to purchase up to an additional $33.75 million aggregate
principal amount of the notes.
The notes will be senior, unsecured obligations of Impinj, and
will bear interest payable semi-annually in arrears. The notes will
be convertible into cash, shares of Impinj’s common stock or a
combination thereof, at Impinj’s election. The interest rate,
conversion rate and other terms of the notes are to be determined
upon pricing of the offering.
Impinj intends to use a significant portion of the net proceeds
of the offering of the notes to repurchase for cash a portion of
the aggregate principal amount of its outstanding 2.00% convertible
senior notes due 2026 (the “2026 notes”) through individual
privately negotiated transactions concurrently with the offering of
the notes (collectively, the “2026 Note Repurchase”). Impinj
intends to use the remainder of the net proceeds from the offering
of the notes for general corporate purposes.
In connection with the 2026 Note Repurchase, holders of the 2026
notes may enter into or unwind various derivatives with respect to
Impinj’s common stock (including entering into derivatives with one
or more of the initial purchasers in the offering of the notes or
their respective affiliates) and/or purchase shares of Impinj’s
common stock concurrently with or shortly after the pricing of the
notes. The 2026 Note Repurchase, and the potential related market
activities by selling holders of the 2026 notes (such as purchases
of shares of Impinj’s common stock), could increase (or reduce the
size of any decrease in) the market price of Impinj’s common stock,
which may also affect the trading price of the notes at that time.
Such activity could affect the market price of Impinj’s common
stock concurrently with the pricing of the notes, and could result
in a higher effective conversion price for the notes. Impinj cannot
predict the magnitude of such market activity or the overall effect
it will have on the price of the notes offered or Impinj’s common
stock.
The notes will only be 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) helps businesses and people analyze,
optimize, and innovate by wirelessly connecting billions of
everyday things – such as apparel, automobile parts, luggage, and
shipments – to the Internet. The Impinj platform uses RAIN RFID to
deliver timely data about these everyday things to business and
consumer applications, enabling a boundless Internet of Things.
Impinj is a registered trademark of Impinj, Inc. All other
trademarks are the property of their owners.
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 the proposed terms of the notes, the
timing and size of the notes offering, the granting of a 13-day
option to purchase additional notes, the extent, and potential
effects, of the 2026 Note Repurchase, the potential dilution to
Impinj’s common stock, the conversion price for the notes and the
expected use of the proceeds from the sale of the notes, including
the 2026 Note Repurchase, 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;
Impinj’s vulnerability to silicon wafer shortages; the impact of
the COVID-19 pandemic on Impinj’s business; 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20211101005902/en/
Investor Relations Andy Cobb, CFA Vice President, Strategic
Finance +1-206-315-4470 ir@impinj.com
Media Relations Jill West Vice President, Strategic
Communications +1 206-834-1110 jwest@impinj.com
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