Enphase Energy Announces Offering of $60 Million of Convertible Senior Notes Due 2023
August 14 2018 - 5:30PM
Enphase Energy, Inc. (NASDAQ:ENPH) (“Enphase
Energy” or the “Company”) today announced that it intends to offer,
subject to market conditions and other factors, $60 million
aggregate principal amount of convertible senior notes due 2023
(the “Convertible Notes”) in a private placement to qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the “Securities Act”). Additionally, an
affiliate of ours who is a director and stockholder, Thurman John
Rodgers, has committed to purchase $5.0 million aggregate principal
amount of convertible senior notes due 2023 (the “Affiliate Notes”
and together with the Convertible Notes, the “Notes”) in a
concurrent private placement. The Notes are expected to pay
interest semiannually and will be convertible into shares of the
Company’s common stock. The Notes will mature on August 1, 2023,
unless earlier converted or repurchased in accordance with their
terms. Final terms of the Notes, including the interest rate,
initial conversion rate, and other terms, will be determined by
negotiations between Enphase Energy and the initial purchasers of
the Convertible Notes.
The Company intends to use the net proceeds from
the offering of the Convertible Notes and the concurrent private
placement of the Affiliate Notes for general corporate purposes,
which may include the repayment of indebtedness, working capital,
and potential acquisitions and strategic transactions.
This press release is neither an offer to sell
nor a solicitation of an offer to buy the Convertible Notes, the
Affiliate Notes or the shares of the Company’s common stock
issuable upon conversion of the Notes, nor will 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 the
registration or qualification under the securities laws of any such
state or jurisdiction.
The Convertible Notes, the Affiliate Notes and
the shares of the Company’s common stock issuable upon conversion
of the Notes have not been and will not be registered under the
Securities Act, or the securities laws of any other jurisdiction,
and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements. The offering of the Convertible Notes is being made
to qualified institutional buyers pursuant to Rule 144A under the
Securities Act, and the offering of the Affiliate Notes is being
made to an accredited investor in reliance on Section 4(a)(2) of
the Securities Act.
About Enphase Energy, Inc.
Enphase Energy, a global energy technology company, delivers
smart, easy-to-use solutions that connect solar generation, storage
and management on one intelligent platform.
Forward-Looking Statements
This announcement contains certain forward-looking statements
based on the Company’s current expectations as to the outcome and
timing of future events. All statements, other than statements of
historical facts, including all statements regarding the proposed
offering of the Notes and the anticipated use of the net proceeds
from the offering of the Convertible Notes and the Affiliate Notes,
that address activities or results that the Company plans, expects,
believes, projects, estimates or anticipates will, should or may
occur in the future, are forward-looking statements. Actual events
may differ materially from those expressed or implied by these
forward-looking statements, including the possibility that the
Company will not offer the Notes or consummate the related
offerings due to market conditions; changes in the anticipated
principal amount of the Notes, which could differ based upon market
conditions; changes in the anticipated use of the net proceeds of
the offerings, which could change as a result of market conditions
or for other reasons related to the Company’s business and the
impact of general economic, industry or political conditions in the
United States or internationally. For a discussion of factors
affecting the Company’s business and prospects, see the Company’s
annual, quarterly and other reports filed with the Securities and
Exchange Commission. The Company undertakes no duty or obligation
to update any forward-looking statements contained in this release
as a result of new information, future events or changes in its
expectations, except as required by law.
Contact:
Christina Carrabino Investor
Relationsir@enphaseenergy.com+1-707-763-4784 x7294
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