Subject InterTechnology, Inc.
MALVERN, PA, September 07, 2023 (GLOBE NEWSWIRE) – SUBJECT InterTechnology, Inc. (the “Company,” the “Subject”) (NYSE: VSH) today announced the pricing of its offering of aggregate principal amount of $650 million in a private placement to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended, in 2030 Due 2.25% Convertible Senior Notes (the “Notes”). The base size of the offering was increased to $650 million from the previously announced total principal amount of $600 million. The Company granted the initial purchasers of the Notes the option to purchase up to an additional $100 million aggregate principal amount of the Notes for settlement within a 13-day period, including the first day the Notes were issued. The Offering is expected to close on September 12, 2023, subject to customary closing conditions.
The Notes will be senior unsecured obligations of the Subject and will be subordinated in right to payment of the Senior Secured Debt of the Subject, including amounts borrowed under its Senior Secured Credit Facility. Interest at the rate of 2.25% per annum will be payable on the Notes due half-yearly on March 15 and September 15 of each year beginning March 15, 2024. The Notes will mature on September 15, 2030, unless earlier repurchased, redeemed or converted. Prior to March 15, 2030, the Notes will be convertible only upon satisfaction of certain conditions during certain periods, and thereafter, the Notes will be convertible at any time until the close of business on the second scheduled business day immediately preceding the maturity date. The Notes shall, subject to certain conditions, be convertible into cash to the extent the aggregate principal amount of such Notes and cash, shares of Common Stock of the Subject or a combination thereof, shall be at the option of such Notes with respect to the balance, if any, of its conversion Obligation in excess of the total principal amount. The conversion rate will initially be 33.1609 shares of common stock per $1,000 principal amount of notes. This represents an initial conversion price of approximately $30.16 per share. This initial conversion price represents a premium of 20% over the last reported sale price of the subject common stock on the New York Stock Exchange on September 7, 2023, which was $25.13 per share. The conversion rate will be subject to adjustment in certain circumstances. In addition, upon certain corporate transactions occurring prior to the maturity date or after delivery of notice of redemption by the Company, the Company will, under certain circumstances, increase the conversion rate for a holder who elects to convert his Notes in respect of such Is. Intimation of corporate transaction or redemption, as the case may be.
The Company cannot redeem the Notes prior to September 20, 2027. The Company may, at its option, redeem all or a portion of the Notes for cash on or after September 20, 2027, if the last reported selling price of the Company’s common stock during any 30 consecutive trading day period (such period has been at least 130% of the effective conversion price for at least 20 trading days (whether consecutive or not), including the last trading day of The day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, but excluding the redemption date. If the Company elects to redeem less than all of the outstanding Notes, the aggregate principal amount of the Notes must be at least $100 million outstanding and shall not be subject to redemption at the time the relevant notice of redemption is delivered and after it becomes effective.
If the Company undergoes a fundamental change (as defined in the indenture governing the Notes), then, subject to certain conditions, holders may redeem all or part of their Notes from the Company at a repurchase price equal to 100% of the principal amount. may need to be repurchased in cash. The number of notes to be repurchased, as well as accrued and unpaid interest, if any, but excluding the principal change repurchase date.
The subject expects net proceeds of approximately $632.7 million from the sale of the Notes (or approximately $730.2 million if the initial purchasers of the Notes exercise their option to purchase additional Notes in full), net of the initial purchaser’s discount and deduction of estimates. Offer of expenses payable by the latter subject. The Company intends to use the net proceeds of approximately $81.6 million from the Offering to pay for the costs of the capped call transaction as described below. If the initial purchasers of the Notes exercise their option to purchase additional Notes, the Company expects to use a portion of the net proceeds from the sale of the Additional Notes to enter into additional capped call transactions with option counterparties. In a separate transaction, Subject intends to use the net proceeds of approximately $388.8 million from its offer to repurchase in cash a portion of its outstanding convertible senior notes due 2025 (the “2025 Notes”), as that is explained below. Subject also intends to use approximately $162.3 million of the net proceeds of the Offering to repay borrowings under its senior secured credit facility. Any remaining net proceeds from the Offering will be used for general corporate purposes.
Concurrent with this offering, in separate transactions, the Company will redeem approximately $370.2 million principal amount of 2025 Notes for $388.8 million through individually negotiated agreements with certain holders of such outstanding 2025 Notes. agreed to repurchase in cash. The Company negotiated these buybacks through one of the initial purchasers and/or its affiliates acting as agents of the Company, for which such initial purchasers or affiliates may receive a customary commission. Any repurchase of the 2025 Notes may affect the market price and initial conversion price of the Company’s common stock and accordingly the market price of the Notes to be offered in this Offering, in particular for repurchases effected concurrently with this Offering. in this matter.
In connection with the pricing of the Notes, the Company has entered into privately negotiated capped call transactions with an Initial Purchaser and an affiliate of certain other financial institutions (“Option Counterparties”). The maximum price of the capped call transaction will initially be approximately $43.98 per share, representing a premium of approximately 75% over the last reported sale price of $25.13 per share of the Company’s common stock on September 7, 2023, and will be subject to . Customary anti-dilution adjustments. Capped call transactions are generally expected to reduce the potential reduction in the Company’s common stock upon conversion of any notes and to offset any cash payments made in excess of the principal amount of the converted notes. such deduction and/or offset subject to a limit, as the case may be.
In connection with establishing its initial hedges of the capped call transactions, the Company expects that the option counterparties or their respective affiliates will purchase shares of Company common stock and/or concurrently or shortly enter into various derivative transactions with respect to Company common stock. do. After the value of the notes. This activity may increase (or reduce the size of any shortfall) the market value of the company’s common stock or notes at that time. In addition, the option may modify its hedge position by entering into or opening various derivatives with respect to the Company’s common stock or their respective affiliates and/or by purchasing or selling shares of the Company’s common stock or other securities of the Company in the secondary market. Can transactions after pricing of the notes and before the maturity of the notes (and on each exercise date for capped call transactions or after the consummation of any part of the capped call transaction in respect of any repurchase, redemption) or quick conversion of notes). This activity may cause or avoid an increase or decrease in the market price of the Company’s common stock or Notes, which may affect the Noteholders’ ability to convert the Notes and, any observations relating to or after conversion The extent of activity during the period may be affected. For conversion of notes, this may affect the amount and value of the consideration that the note holders will receive on conversion of such notes.
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.
The Notes and any shares of World common stock that may be issued upon conversion of the Notes have not been, and will not be, registered under the Securities Act, or any state securities laws, and in the absence of the United States May not be offered or sold. Registration or applicable exemptions to transactions not subject to the registration requirements of the Securities Act and other applicable securities laws.
This press release contains certain forward-looking statements that are subject to known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, but are not limited to, whether or not the Subject completes the Offering, the expected effect of capped call transactions, option counterparties entering into various derivative transactions with respect to the Company’s common stock, or amendment. or the anticipated use of the proceeds of the Offering, immediately following the pricing of the Notes and the expected effect thereof, including any repurchases of the subject’s outstanding Notes, and the risks set forth under the heading “Risk Factors” in the subject’s annual report on Form . Form 10-K for the year ended December 31, 2022, latest Form 10-Q and other reports filed from time to time with the Securities and Exchange Commission. Subject does not undertake any obligation to publicly update any forward-looking statement to reflect events or circumstances that occur after the date of this press release, except as required by law.
Subject InterTechnology, Inc.
Executive Vice President – Corporate Development