Semtech Announces Private Exchanges of Convertible Notes Due 2028
July 12 2024 - 6:30AM
Business Wire
Semtech Corporation (Nasdaq: SMTC), a high-performance
semiconductor, IoT systems and cloud connectivity service provider,
announced it has entered into separate, privately negotiated
exchange agreements (the “Exchange Agreements”) with certain
holders of its 4.00% Convertible Senior Notes due 2028 (the “2028
Notes”). Pursuant to these Exchange Agreements, the company agreed,
subject to customary closing conditions, to repurchase an aggregate
of approximately $183 million of the outstanding principal amount
of the 2028 Notes for aggregate consideration consisting of a
number of shares of the company’s common stock, par value $0.01 per
share (the “Common Stock”), to be determined over an averaging
period commencing on July 12, 2024. These exchange transactions
(the “Exchanges”) are expected to close on or about July 24, 2024,
subject to the satisfaction of customary closing conditions.
The shares of Common Stock issuable in the Exchanges have not
been registered under the Securities Act of 1933, as amended (the
“Securities Act”), or the securities laws of any state or other
jurisdiction, and may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements of the Securities Act and such other
jurisdictions. This press release shall not constitute an offer to
sell, or a solicitation of an offer to buy any securities, nor
shall there be any sale of, any securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful under the securities laws of any such state or
jurisdiction.
Forward-Looking and Cautionary Statements
This press release contains “forward-looking statements” within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995, as amended, based on the
Company's current expectations, estimates and projections about its
operations, industry, financial condition, performance, results of
operations, and liquidity. Forward-looking statements are
statements other than historical information or statements of
current condition and include, among others, statements regarding
the Company’s plans and timing of the Exchanges; the number of
Shares the Company expects to issue upon consummation of the
Exchanges; whether the conditions for the closing of the Exchanges
will be satisfied; and the Company's plans, objectives and
expectations. Statements containing words such as “may,”
“believes,” “anticipates,” “expects,” “intends,” “plans,”
“projects,” “estimates,” “should,” “could,” “will,” “designed to,”
“projections,” or “business outlook,” or other similar expressions
constitute forward-looking statements.
Forward-looking statements involve known and unknown risks and
uncertainties that could cause actual results and events to differ
materially from those projected. Potential factors that could cause
actual results to differ materially from those in the
forward-looking statements include, but are not limited to: whether
the Company will be able to execute and complete the Exchanges in a
timely manner if at all; the Company's ability to comply with, or
pursue business strategies due to the covenants under the
agreements governing its indebtedness; the Company's ability to
forecast and achieve anticipated net sales and earnings estimates
in light of periodic economic uncertainty; downturns in the
business cycle; and decreased average selling prices of the
Company's products. Additionally, forward-looking statements should
be considered in conjunction with the cautionary statements
contained in the risk factors disclosed in the Company's filings
with the Securities and Exchange Commission (the “SEC”), including
the Company's Annual Report on Form 10-K for the fiscal year ended
January 28, 2024, which was filed with the SEC on March 28, 2024,
as such risk factors may be amended, supplemented or superseded
from time to time by subsequent reports the Company files with the
SEC. In light of the significant risks and uncertainties inherent
in the forward-looking information included herein that may cause
actual performance and results to differ materially from those
predicted, any such forward-looking information should not be
regarded as representations or guarantees by the Company of future
performance or results, or that its objectives or plans will be
achieved or that any of its operating expectations or financial
forecasts will be realized. Reported results should not be
considered an indication of future performance. Investors are
cautioned not to place undue reliance on any forward-looking
information contained herein, which reflect management's analysis
only as of the date hereof. Except as required by law, the Company
assumes no obligation to publicly release the results of any update
or revision to any forward-looking statements that may be made to
reflect new information, events or circumstances after the date
hereof or to reflect the occurrence of unanticipated or future
events, or otherwise.
Semtech and the Semtech logo are registered trademarks or
service marks of Semtech Corporation or its subsidiaries.
SMTC-F
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Sara Kesten Semtech Corporation (805) 480-2004
webir@semtech.com
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