AUSTIN, Texas – February 28, 2017 – Silicon Labs (NASDAQ: SLAB) today announced the pricing of its offering of $350 million aggregate principal amount of 1.375% Convertible Senior Notes due 2022 (the “notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. Silicon Labs also granted the initial purchasers a 30-day option to purchase up to an additional $50 million aggregate principal amount of additional notes. The offering is expected to close on March 6, 2017, subject to customary closing conditions.
The notes will be Silicon Labs’ general unsecured obligations. The notes will bear interest semi-annually in cash payable on March 1 and September 1 at a rate of 1.375% per year beginning on September 1, 2017, and will mature on March 1, 2022, unless repurchased, redeemed or converted at an earlier date. The notes will not be redeemable at Silicon Labs’ option prior to March 6, 2020. Silicon Labs may redeem all or any portion of the notes, at Silicon Labs’ option, on or after March 6, 2020, if the last reported sale price of Silicon Labs common stock has been at least 130% of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading day period (including the trading day immediately preceding the date on which Silicon Labs 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.
The notes will be convertible at an initial conversion rate of 10.7744 shares of Silicon Labs common stock per $1,000 principal amount of the notes, which is equivalent to an initial conversion price of approximately $92.81 per share, which represents an approximately 37.5% conversion premium to the closing sale price of $67.50 per share of Silicon Labs common stock on NASDAQ on February 28, 2017. Prior to the close of business on the business day immediately preceding December 1, 2021, the notes will be convertible at the option of the holders only upon the satisfaction of certain conditions and during certain periods. Thereafter, until the close of business on the business day immediately preceding the maturity date, the notes will be convertible at the option of the holders at any time regardless of these conditions. Upon any conversion, the notes will be settled in cash, shares of Silicon Labs common stock, or a combination thereof, at Silicon Labs’ election. If Silicon Labs undergoes a fundamental change (as defined in the indenture governing the notes), holders may require Silicon Labs to purchase for cash all or part of their notes at a purchase price equal to 100% of the principal amount of the notes to be purchased, plus accrued and unpaid interest, if any, up to, but excluding, the fundamental change purchase date. In addition, if certain make-whole fundamental changes occur or if the notes are subject to redemption, Silicon Labs will, in certain circumstances, increase the conversion rate for any notes converted in connection with such make-whole fundamental change or such redemption.
Silicon Labs estimates that the net proceeds from the offering will be approximately $340.6 million (or approximately $389.3 million if the initial purchasers exercise in full their option to purchase additional notes), after deducting discounts, commissions and estimated offering expenses. Silicon Labs plans to use $72.5 million of the net proceeds from the offering of the notes to repay in full all amounts outstanding under Silicon Labs’ existing credit facility. The remaining net proceeds will be used for general corporate purposes.
The offering is being made to qualified institutional buyers pursuant to Rule 144A under the Securities Act, as amended. Neither the notes nor any shares of Silicon Labs common stock issuable upon conversion of the notes have been registered under the Securities Act of 1933, as amended, or under any state securities laws, and may not be offered or sold in the United States or to U.S. persons without registration under, or an applicable exemption from, the registration requirements. This announcement does not constitute an offer to sell, nor is it a solicitation of an offer to buy, these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or any jurisdiction.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These statements involve risks and uncertainties that could cause actual results to differ materially from those projected. Such statements may include, without limitation, statements regarding: (i) the ability to complete the offering, and (ii) the use of proceeds described above. These forward-looking statements are not guarantees of future performance and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including, without limitation, the following: (i) general market conditions, including market factors affecting the price of bonds and equity securities, (ii) the amount of cash generated from the business, (iii) prevailing interest rates and (iv) the existence of alternative uses for Silicon Labs’ cash.
For more information on these and other risks affecting Silicon Labs’ business, please refer to the “Risk Factors” section included in Part I, Item 1A of Silicon Labs’ Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as filed with the Securities and Exchange Commission on February 1, 2017. The forward-looking statements contained in this news release are made as of the date hereof, and Silicon Labs does not assume any obligation to update such statements.
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