ALBUQUERQUE, NM, November 30, 2021 (GLOBE NEWSWIRE) – Array Technologies, Inc. (NASDAQ: ARRY) (the “Company” or “Array”) announced today that it has priced a higher bid in the aggregate principal amount of $ 375 million of 1.00% Convertible Senior Notes due 2028 (the “Notes”) in a private offering (the “Offer”) to eligible purchasers under Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”). Array expects the offer to end on December 3, 2021, subject to the satisfaction of customary closing conditions. The additional proceeds from the expanded offering will allow the Company to reduce the amount of Series A preferred shares that the Company intends to issue to fund a portion of the cash consideration of the STI acquisition (such as defined below) from $ 100 million to $ 50.0 million. The reduction will result in fewer common shares issued to holders of Series A Preferred Securities and a decrease in interest expense annually, thereby reducing the overall cost of capital for the acquisition of STI. Array also granted the original purchasers of the Notes an option to purchase, within 13 days of the date the Notes are first issued, up to an additional aggregate amount of $ 50.0 million. principal dollars of banknotes.
The Notes will be senior unsecured obligations of Array and will bear interest at a rate of 1.00% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing June 1, 2022. The Notes tickets will mature on December 1st. , 2028, unless they are redeemed, redeemed or converted earlier. The initial conversion rate will be 41.9054 common shares of Array for a principal amount of $ 1,000 of Notes (equivalent to an initial conversion price of approximately $ 23.86 per common share). The initial conversion price of the Notes represents a premium of approximately 32.5% over the last published sale price of Array common shares on the Nasdaq Global Market (the “Nasdaq”) on November 30, 2021.
In connection with pricing the Notes, Array entered into privately negotiated capped purchase transactions with certain of the original purchasers or their respective affiliates (the “Option Counterparties”). The capped purchase transactions will hedge, subject to anti-dilution adjustments, the number of common shares initially underlying the ratings sold under the offer. Capped purchase transactions should generally reduce the potential dilution of Array common shares on any conversion of Notes and / or offset any cash payment that Array is required to make in excess of the principal amount of the converted Notes, as the case may be, with these reduction and / or compensation subject to a cap based on a cap price initially equal to $ 36.02 per share, which represents a premium of 100.0% compared to the last published sale price common shares of Array on the Nasdaq on November 30, 2021.
At any time prior to the close of business on the Business Day immediately preceding June 1, 2028, the Notes will be convertible at the option of the Noteholders only upon satisfaction of specified conditions and during certain periods. From June 1, 2028, until the close of business on the second scheduled trading day immediately preceding the Maturity Date, the Notes will be convertible at the option of the Noteholders at any time, regardless of these conditions. When converting the Notes, Array will pay in cash up to the full principal amount of the Notes to be converted and will pay or deliver, as the case may be, cash, Array ordinary shares or a combination of cash and shares. ordinary Array. shares, at Array’s option, with respect to the remainder, if any, of Array’s conversion obligation in excess of the total principal amount of the notes being converted.
Array may redeem any or all of the Notes for cash, at its option, effective December 6, 2025, if the last reported sale price of the Array common shares was at least 130% of the conversion price then in effect. for at least 20 trading days (whether consecutive or not) during a period of 30 consecutive trading days (including the last trading day of that period) ending on the trading day immediately preceding the date on which Array provides notice of redemption on a redemption a price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest up to the redemption date, but to the exclusion. No sinking fund is provided for the Notes.
Subject to certain conditions, if Array undergoes a “fundamental change” (as defined in the instrument which will govern the Notes), the holders of the Notes may require that Array redeem all or part of their Notes in cash at a price of redemption of fundamental change. equal to 100% of the principal amount of the Notes to be redeemed, plus any accrued and unpaid interest up to, but excluding, the Fundamental Change redemption date. In addition, during certain corporate events that occur prior to the Maturity Date or upon redemption, Array will, in certain circumstances, increase the conversion rate for Holders who elect to convert their Notes under a such corporate event or convert their called (or deemed called) tickets for reimbursement during the related reimbursement period, as applicable.
Array estimates that the net proceeds of the offering will be approximately $ 356.9 million (or $ 405.5 million if the original purchasers exercise their option to purchase additional Notes in full), after deducting discounts from initial purchasers, estimated expenses payable by Array and other fees and charges relating to the acquisition of ITS (as defined below). Array intends to use a portion of the net proceeds of the offering, as well as cash and / or borrowings under its revolving credit facility and the issuance of up to $ 50.0 million. Series A Preferred Share dollars pursuant to the Company’s Series A Preferred Share Facility. , to pay the cash consideration (the “STI Cash Consideration”) for its previously announced acquisition of Soluciones Técnicas Integrales Norland, SL (the “STI Acquisition”), to pay the cost of the capped call transactions described below and other fees and expenses related to the acquisition of STI. If the original purchasers exercise their option to purchase additional notes, Array expects to use a portion of the net proceeds from the sale of the additional notes to enter into additional capped purchase transactions with the option counterparties. Array intends to use the remainder of this net proceeds to pay off a portion of STI’s cash consideration and for general corporate purposes, which may include repaying a portion of STI’s term loan. Array.
As part of establishing their initial hedges of capped purchase transactions, option counterparties or their respective affiliates plan to enter into various derivative transactions relating to Array common shares and / or to purchase shares. ordinary Array at the same time as or shortly after the pricing of the notes. Such activity may increase (or reduce the extent of any decrease) in the market price of the Array common shares or the Notes at the same time as or shortly after the pricing of the Notes.
In addition, option counterparties and / or their respective subsidiaries may modify their hedging positions by entering into or unwinding various derivative transactions relating to Array ordinary shares and / or by buying or selling Array ordinary shares. or other securities of Array in connection with secondary market transactions after the price of the Notes and prior to maturity of the Notes (and may do so on each exercise date for capped purchase transactions or after any termination of any part of the capped call transactions in connection with any redemption, reimbursement or conversion of ratings). This activity could also cause or prevent an increase or decrease in the market price of the Array common shares or the Notes, which could affect the ability of Noteholders to convert their Notes and, to the extent the activity occurs. following a conversion or during any observation period relating to a conversion of Notes, it could affect the amount and value of the consideration that Noteholders will receive on the conversion of its Notes.
Neither the Notes nor the Common Shares issuable upon conversion of the Notes, if any, have been or will be registered under the Securities Act, the securities laws of any other jurisdiction or the laws of securities of a state and, except registered, may not be offered or sold in the United States absent a registration or an applicable exemption from the registration requirements of the Securities Act and state laws applicable. The Notes will only be offered and sold to persons reasonably suspected of being qualified institutional buyers in the United States in accordance with Rule 144A of the Securities Act. This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy the Notes, and there will be no sale of the Notes in any state or jurisdiction in which such offering, soliciting or selling is illegal.
About Array Technologies, Inc.
Array Technologies (NASDAQ: ARRY) is a leading US company and a global provider of large-scale solar tracking technology. Built to withstand the harshest conditions on the planet, Array’s high-quality solar trackers and sophisticated software maximize power production, accelerating the uptake of cost-effective and sustainable energy. Founded and headquartered in the United States, Array leverages its diverse global supply chain and customer-centric approach to deliver, commission and support solar energy developments around the world, leading the way to a brighter, smarter future for clean energy.
This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that do not relate strictly to historical or current facts are forward-looking. Statements regarding the Offer, including the size of the Offer and the intended use of proceeds from it, are forward-looking statements and are subject to known and unknown risks and uncertainties which may cause the results actuals differ materially from those expressed in these forward-looking statements. These risks and uncertainties include, without limitation, the ability to complete the offer on favorable terms, if at all, general market conditions that could affect the offer and completion of the STI Norland acquisition. . Other risks relating to the Company are described in section 1A, “Risk Factors” and elsewhere in the Company’s annual report on Form 10-K for the year ended December 31, 2020 and other documents that the Company deposits from time to time with the Securities. and the Foreign Exchange Commission. In addition, the Company may be subject to currently unforeseen risks which could have a material adverse impact on it. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
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