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AN JOSE, Calif.--(
BUSINESS WIRE)--Super Micro Computer, Inc. (NASDAQ: SMCI) (“Supermicro” or the “Company”), a Total IT Solution Manufacturer for AI, Cloud, Storage, and 5G/Edge, today announced the pricing of
$1.5 billion aggregate principal amount of convertible senior notes due 2029 (the “Convertible Notes”). The Convertible Notes are being offered and sold to “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company also granted a 13-day option to the initial purchasers to purchase up to an additional $225.0 million aggregate principal amount of the Convertible Notes.
The Convertible Notes will be senior, unsecured obligations of the Company.
The Convertible Notes will not bear regular interest, and the principal amount of the Convertible Notes will not accrete. The Convertible Notes have an initial conversion rate of 0.7455 shares of the Company's common stock per $1,000 principal amount of Convertible Notes (which is equivalent to an
initial conversion price of approximately $1,341.38 per share of the Company’s common stock, representing an initial conversion premium of approximately 37.5% above the closing price of $975.52 per share of the Company’s common stock on February 22, 2024). The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.
The Convertible Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at the Company’s option at any time, and from time to time, on or after March 1, 2027 and on or before the 20th scheduled trading day immediately before the maturity date,
but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price for a specified period of time. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid special and additional interest, if any, to, but excluding, the redemption date.