Synaptics Incorporated Announces Proposed Convertible Senior Notes Offering

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[{"type":"text","content":"SAN JOSE, Calif., Nov. 13, 2024 (GLOBE NEWSWIRE) -- Synaptics® Incorporated (Nasdaq: SYNA) today announced its intention to offer, subject to market and other conditions, $400.0 million aggregate principal amount of convertible senior notes due 2031 (the “notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Synaptics also expects to grant the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $50.0 million aggregate principal amount of notes. The notes will be senior, unsecured obligations of Synaptics, will accrue interest payable semi-annually in arrears and will mature on December 1, 2031, unless earlier repurchased, redeemed or converted. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. Synaptics will settle conversions in cash and, if applicable, shares of its common stock. The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Synaptics’ option at any time, and from time to time, on or after December 6, 2028 and on or before the 40th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Synaptics’ common stock exceeds 130% of the conversion price for a specified period of time and certain other conditions are satisfied. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If certain corporate events that constitute a “fundamental change” occur, then, subject to a limited exception, noteholders may require Synaptics to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the offering. Synaptics intends to use a portion of the net proceeds from the offering to fund the cost of entering into the capped call transactions described...

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