Applied Optoelectronics, Inc.
SUGAR LAND, Texas, Nov. 30, 2023 (GLOBE NEWSWIRE) – Applied Optoelectronics, Inc. (NASDAQ: AAOI) (“aoi“) announced today that it intends to offer to sell $80 million aggregate principal amount of convertible senior notes due 2026, subject to market and other conditions (“notes”) in an offering exempt from the registration requirements of the Securities Act of 1933, as amended (“Securities Act,
The final terms of the offering of the Notes will be determined at the time of pricing. The Notes will be our senior, unsecured indebtedness and will be equivalent in right of payment to our existing and future senior, unsecured indebtedness, senior in right of payment to our existing and future indebtedness which will be expressly subordinated to the Notes and will effectively Will be under our control. Existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness. The Notes will be convertible at the option of the Noteholders under certain specified circumstances, as set forth in the indenture governing the Notes. We will, at our election, settle conversions by paying or delivering cash, shares of our common stock or a combination of cash and shares of our common stock, as applicable, based on the applicable conversion rate(s). Initially, the Notes will not be guaranteed, but the Notes will be fully and unconditionally guaranteed on a senior, unsecured basis by certain of our future domestic subsidiaries.
We intend to use the net proceeds from the offering to repurchase or exchange our existing 5.00% convertible senior notes due 2024 (“2024 notes“) in individual, privately negotiated transactions with existing holders, as described below.
Concurrent with the Offering, we entered into a separate, privately negotiated transaction with certain holders of our 2024 Notes to exchange or repurchase a portion of the outstanding 2024 Notes for a combination of cash and shares of our common stock. Expect to enter. Following the completion of the offering, we may engage in additional exchanges, or we may induce repurchases or conversions of the 2024 Notes. Holders of the 2024 Notes who participate in any of these exchanges, repurchases or induced conversions may elect to sell our common stock in the open market to reduce or reduce their exposure to any hedged positions with respect to the 2024 Notes. Can buy or sell shares. connection with these transactions. These activities could adversely affect the trading price of our common stock and the notes we are offering. In addition, market activities by holders of the 2024 Notes participating in concurrent exchanges or repurchases may affect the initial conversion price of the Notes being offered by us.
There can be no assurance that the offering of the notes will be completed. The Notes will be sold only to qualified institutional buyers in accordance with Rule 144A under the Securities Act. The offering and sale of the Notes and Shares, if any, issued upon their conversion have not been registered under the Securities Act, and the Notes and such Shares cannot be offered or sold without registration or an applicable exemption from the registration requirements. Is. Securities Act and the securities laws of applicable state or other jurisdictions, or in transactions that are not subject to those registration requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities, nor shall there be any sale of the Notes or any other securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.
forward looking information
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements based on terminology such as “believe,” “may,” “anticipate,” “continue.” ,” “anticipate,” “intend,” “should,” “can,” “will,” “aim,” “find,” “aim,” “predict,” “think,” “aim, “By “optimistic,” “new,” “target,” “strategy,” “potential,” “likely,” “will,” “expect,” “plan” “project,” “permit” or other similar expressions which Express uncertainty of future events or results. Such forward-looking statements reflect the views of management at the time such statements are made. These forward-looking statements involve risks and uncertainties as well as assumptions and current expectations, which could cause our actual results to differ materially from those anticipated in such forward-looking statements. These risks and uncertainties include, but are not limited to: the impact of the COVID-19 pandemic on our business and financial results; the size of customer orders; or reduction in volumes; changes in demand for our products due to industry conditions; changes in manufacturing operations; fluctuations in manufacturing costs; delays in shipment of products; supply chain disruptions; changes in design win rates or customer acceptance rates of new products; our dependence on a small number of customers for a large portion of our revenues; potential pricing pressures; declines in demand for our customers’ products or the rate of deployment of their products; General conditions in the Internet datacenter, cable television (CATV) broadband, telecom, or fiber-to-the-home (FTTH) markets; changes in the world economy (especially in the United States and China); Changes in the regulation and taxation of international trade, including the imposition of tariffs; changes in currency exchange rates; Negative effects of seasonality; and other risks and uncertainties described more fully in our documents filed with or furnished to the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2022 and Form 10- Our quarterly report on Q is included. Quarters ending March 31, 2023, June 30, 2023 and September 30, 2023. More information about these and other risks affecting our business is set forth in the “Risk Factors” section of our quarterly and annual reports on file with the Securities and Exchange Commission. and exchange commission. You should not rely on forward-looking statements as predictions of future events. All forward-looking statements in this press release are based on information available to us as of the date hereof, and are qualified in their entirety by this cautionary statement. Except as required by law, we undertake no obligation to update the forward-looking statements for any reason after the date of this press release to conform these statements to actual results or changes in our expectations.
About Applied Optoelectronics
Applied Optoelectronics Inc. (AOI) is a leading developer and manufacturer of advanced optical products including components, modules and instruments. AOI’s products are the building blocks for broadband fiber access networks around the world, where they are used in the CATV broadband, Internet datacenter, telecom and FTTH markets. AOI supplies optical networking lasers, components and devices to Tier-1 customers in all four of these markets. In addition to its corporate headquarters, wafer fab and advanced engineering and production facilities in Sugar Land, Texas, AOI has engineering and manufacturing facilities in Taipei, Taiwan and Ningbo, China.
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