Enphase Energy Announces Pricing of $60 Million of 4.00% Convertible Senior Notes Due 2023
August 15 2018 - 8:00AM
Enphase Energy, Inc. (NASDAQ:ENPH) (“Enphase
Energy” or the “Company”) today announced the pricing of $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 the Company who is a director and stockholder, Thurman
John Rodgers, agreed 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 sale of the Convertible Notes to
the initial purchasers is expected to settle on August 17, 2018,
subject to customary closing conditions, and is expected to result
in approximately $57.6 million in net proceeds to the Company after
deducting fees and estimated offering expenses payable by the
Company. The sale of the Affiliate Notes is expected to settle on
or about August 17, 2018, subject to customary closing conditions,
and is expected to result in approximately $4.9 million in net
proceeds to the Company.
The Notes will be senior unsecured obligations
of the Company. The Notes will bear interest at a rate of 4.00% per
year and are expected to pay interest semiannually in arrears on
February 1 and August 1 of each year, beginning on February 1,
2019. The Notes will be convertible into shares of the Company’s
common stock and will mature on August 1, 2023, unless earlier
converted or repurchased in accordance with their terms. The
Company may not redeem the Notes prior to maturity.
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.
The initial conversion rate for the Notes is
180.0180 shares of the Company’s common stock per $1,000 principal
amount of the Notes (which is equivalent to an initial conversion
price of approximately $5.56 per share of the Company’s common
stock). Holders of the Notes may convert all or any portion of
their notes, in multiples of $1,000 principal amount, at their
option at any time prior to the close of business on the business
day immediately preceding August 1, 2023. The last reported
sale price of the Company’s common stock on August 14, 2018 was
$5.05 per share.
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 the anticipated use of the net proceeds
from the offering of the Convertible Notes and the Affiliate Notes
and 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 does not consummate the offerings; 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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