Impinj, Inc. (Nasdaq: PI) a leading RAIN RFID provider and
Internet of Things pioneer, today announced the pricing of $250
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”). The size of the offering was increased from the previously
announced $225 million in aggregate principal amount. Impinj also
granted the initial purchasers of the notes a 13-day option to
purchase up to an additional $37.5 million aggregate principal
amount of the notes. The sale of the notes to the initial
purchasers is expected to settle on November 5, 2021, subject to
customary closing conditions, and is expected to result in
approximately $241.9 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 1.125% per year. Interest
will be payable semi-annually in arrears on May 15 and November 15
of each year, beginning on May 15, 2022. The notes will mature on
May 15, 2027, unless earlier redeemed, repurchased or converted.
Impinj may not redeem the notes prior to November 20, 2024. Impinj
may redeem for cash all or any portion of the notes, at its option,
on or after November 20, 2024, 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
9.0061 shares of Impinj’s common stock, per $1,000 principal amount
of notes (equivalent to an initial conversion price of
approximately $111.04 per share, which represents a conversion
premium of approximately 42.5% to the last reported sale price of
$77.92 per share of Impinj’s common stock on The Nasdaq Global
Select Market on November 2, 2021).
Prior to the close of business on the business day immediately
preceding February 15, 2027, 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 February 15,
2027 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.
Impinj intends to use approximately $184.2 million of the net
proceeds from the offering of the notes for the repurchase for cash
of approximately $76.4 million 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 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 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) 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 whether Impinj will issue the notes, the
extent, and potential effects, of the 2026 Note Repurchase, 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, 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211102006430/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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