Impinj, Inc. Announces Proposed Private Offering of $75 Million of Convertible Senior Notes Due 2026
December 10 2019 - 4:03PM
Business Wire
Impinj, Inc. (“Impinj”) (Nasdaq: PI) today announced its
intention to offer, subject to market conditions and other factors,
$75 million aggregate principal amount of Convertible Senior Notes
due 2026 (the “notes”) in a private offering (the “offering”) to
qualified institutional buyers pursuant to Rule 144A promulgated
under the Securities Act of 1933, as amended (the “Securities
Act”). Impinj also expects to grant the initial purchasers of the
notes a 13-day option to purchase up to an additional $11.25
million aggregate principal amount of the notes.
The notes will be senior, unsecured obligations of Impinj, and
will bear interest payable semi-annually in arrears. The notes will
be convertible into cash, shares of Impinj’s common stock or a
combination thereof, at Impinj’s election. The interest rate,
conversion rate and other terms of the notes are to be determined
upon pricing of the offering.
In connection with the pricing of the notes, Impinj expects to
enter into privately negotiated capped call transactions with one
or more of the initial purchasers and/or their respective
affiliates and/or other financial institutions (the “option
counterparties”). The capped call transactions will cover, subject
to anti-dilution adjustments, the number of shares of common stock
underlying the notes sold in the offering. The capped call
transactions are generally expected to reduce potential dilution to
Impinj’s common stock upon any conversion of the notes and/or
offset any cash payments Impinj is required to make in excess of
the principal amount of converted notes, as the case may be, with
such reduction and/or offset subject to a cap.
Impinj has been advised that, in connection with establishing
their initial hedges of the capped call transactions, the option
counterparties or their respective affiliates expect to purchase
shares of Impinj’s common stock and/or enter into various
derivative transactions with respect to the common stock
concurrently with or shortly after the pricing of the notes. This
activity could increase (or reduce the size of any decrease in) the
market price of Impinj’s common stock or the notes at that time. In
addition, Impinj expects that the option counterparties or their
respective affiliates may modify their hedge positions by entering
into or unwinding various derivatives with respect to the common
stock and/or by purchasing or selling shares of the common stock or
other securities of Impinj in secondary market transactions
following the pricing of the notes and prior to the maturity of the
notes (and are likely to do so following any conversion, repurchase
or redemption of the notes, to the extent Impinj exercises the
relevant election under the capped call transactions). This
activity could also cause or avoid an increase or a decrease in the
market price of the common stock or the notes, which could affect
the ability of noteholders to convert the notes and, to the extent
the activity occurs following a conversion or during any
observation period related to a conversion of the notes, it could
affect the number of shares and value of the consideration that
noteholders will receive upon conversion of the notes.
Impinj intends to use a portion of the net proceeds of the
offering of the notes to pay the cost of the capped call
transactions. If the initial purchasers exercise their option to
purchase additional notes, Impinj expects to use a portion of the
net proceeds from the sale of such additional notes to enter into
additional capped call transactions with the option counterparties.
Impinj intends to use approximately $24.0 million of the net
proceeds from the offering to prepay and terminate its senior
credit facility. Impinj intends to use the remainder of the net
proceeds from the offering for general corporate purposes.
The notes will only be offered to qualified institutional buyers
pursuant to Rule 144A promulgated under the Securities Act by means
of a private offering memorandum. Neither the notes nor the shares
of Impinj’s common stock potentially issuable upon conversion of
the notes, if any, have been, or will be, registered under the
Securities Act or the securities laws of any other jurisdiction,
and unless so registered, may not be offered or sold in the United
States except pursuant to an applicable exemption from such
registration requirements.
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.
About Impinj
Impinj wirelessly connects billions of everyday items such as
apparel, medical supplies, automobile parts, luggage and food to
consumer and business applications such as inventory management,
patient safety, asset tracking and item authentication. The Impinj
platform uses RAIN RFID to deliver timely information about these
items to the digital world, thereby enabling the Internet of
Things.
Cautionary Language Concerning Forward-Looking
Statements
This release contains forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended, and the Private
Securities Litigation Reform Act of 1995, including but not limited
to, statements regarding the proposed terms of the notes, the
timing and size of the notes offering, the granting of a 13-day
option to purchase additional notes, the extent, and potential
effects, of capped call transactions, the potential dilution to
Impinj’s common stock, the conversion price for the notes and the
expected use of the proceeds from the sale of the notes, and other
statements contained in this press release that are not historical
facts. These forward-looking statements are made as of the date
they were first issued and were based on current expectations,
estimates, forecasts and projections as well as the beliefs and
assumptions of management. Words such as “expect,” “anticipate,”
“should,” “believe,” “hope,” “target,” “project,” “goals,”
“estimate,” “potential,” “predict,” “may,” “will,” “might,”
“could,” “intend,” “shall” and variations of these terms or the
negative of these terms and similar expressions are intended to
identify these forward-looking statements. Forward-looking
statements are subject to a number of risks and uncertainties, many
of which involve factors or circumstances that are beyond Impinj’s
control. Impinj’s actual results could differ materially from those
stated or implied in forward-looking statements due to a number of
factors, including but not limited to, risks detailed in Impinj’s
filings and reports with the Securities and Exchange Commission
(“SEC”), as well as other filings and reports that may be filed by
Impinj from time to time with the SEC. In particular, the following
factors, among others, could cause results to differ materially
from those expressed or implied by such forward-looking statements:
the market for Impinj’s products may develop more slowly than
expected or than it has in the past; quarterly and annual operating
results may fluctuate more than expected; Impinj faces intense
competition in its market; weakened global economic conditions may
adversely affect its industry or customers; changes in foreign
exchange rates; general political or destabilizing events,
including war, conflict or acts of terrorism; Impinj’s average
selling prices and gross margins may decline and adversely impact
its financial performance; Impinj may be unable to adequately
protect its intellectual property; changes to the regulatory regime
for Impinj’s products and services may harm its business; and other
risks and uncertainties. Past performance is not necessarily
indicative of future results. Impinj anticipates that subsequent
events and developments will cause its views to change. Impinj
undertakes no intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise. These forward-looking statements should
not be relied upon as representing Impinj’s views as of any date
subsequent to the date of this press release.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20191210006023/en/
Jill West Sr. Director, Marketing Communications Impinj, Inc.
+1-206-834-1110
Impinj (NASDAQ:PI)
Historical Stock Chart
From Apr 2024 to May 2024
Impinj (NASDAQ:PI)
Historical Stock Chart
From May 2023 to May 2024