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Nova Announces Pricing of Upsized Private Offering of $175 Million of 0% Convertible Senior Notes due 2025
REHOVOT, Israel, Oct. 14, 2020 /PRNewswire/ -- Nova (Nasdaq: NVMI), a leader in metrology solutions for advanced process control used in semiconductor
About this update from Nova Ltd.
[{"type":"text","content":"REHOVOT, Israel, Oct. 14, 2020 /PRNewswire/ -- Nova (Nasdaq: NVMI), a leader in metrology solutions for advanced process control used in semiconductor manufacturing, today announced the pricing of $175 million aggregate principal amount of 0% Convertible Senior Notes due 2025 (the \"Notes\") in a private offering (the \"Offering\") to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the \"Securities Act\"). The offering was upsized from the previously announced $150 million aggregate principal amount of the Notes. In connection with the Offering, Nova has granted the initial purchasers of the Notes an option to purchase, for settlement within a 13-day period beginning on, and including, the date on which the Notes are first issued, up to an additional $25 million aggregate principal amount of the Notes. The sale of the Notes to the initial purchasers is expected to settle on October 16, 2020, subject to customary closing conditions.\nThe Notes will not bear regular interest, and the principal amount of the Notes will not accrete. The Notes will mature on October 15, 2025, unless earlier repurchased, redeemed or converted in accordance with their terms prior to such date. The Notes will be convertible based on an initial conversion rate of 13.4048 ordinary shares of Nova per $1,000 principal amount of the Notes (equivalent to an initial conversion price of approximately $74.60 per share, which represents a conversion premium of approximately 27.5% to the last reported sale price of Nova's ordinary shares on The Nasdaq Global Select Market on October 13, 2020). Prior to the close of business on the business day immediately preceding July 15, 2025, the Notes will be convertible at the option of the holders of the Notes only upon the satisfaction of specified conditions and during certain periods. On or after July 15, 2025 until the close of business on the second scheduled trading day preceding the maturity date, the Notes will be convertible at the option of the holders of Notes at any time regardless of these conditions. Conversions of the Notes will be settled in cash, ordinary shares of Nova or a combination thereof, with the form of consideration determined at Nova's election.\nNova may not redeem the Notes prior to October 20, 2023, except in the event of certain tax law chang...