indie Semiconductor Plans $175 Million Convertible Note Offering

indie Semiconductor Plans Convertible Senior Notes Offering

indie Semiconductor, Inc. (NASDAQ: INDI), a leader in automotive solutions, has unveiled plans to offer Convertible Senior Notes totaling $175 million. This private offering is aimed at qualified institutional buyers and fundamentally relies on Rule 144A of the Securities Act of 1933. This initiative is expected to bolster indie's operational capabilities while providing them with financial flexibility to explore future investments.

Details of the Offering

The Convertible Senior Notes are scheduled to mature in 2029. Moreover, indie Semiconductor will allow initial purchasers to opt for an additional $26.25 million in notes within a specific timeframe following their initial issuance. This strategic offering's exact terms including interest and conversion rates will be established during the pricing session.

Interest and Redemption Terms

Holders of the notes will enjoy interest payments made semiannually starting June 15, 2025. The final maturity date is set for December 15, 2029. Notably, indie reserves the right to redeem the notes partially or completely from December 20, 2027 onwards, providing them a solid path to manage their financing effectively.

Capped Call Transactions to Manage Dilution

To further enhance this financial strategy, indie plans to initiate capped call transactions concurrently with the pricing of the notes. These strategic transactions are designed to alleviate potential dilution impacts when the notes are converted into shares of indie’s common stock. By implementing these capped call transactions, indie aims to protect its stock’s value against possible fluctuations caused by the market dynamics.

Utilization of Proceeds

indie has outlined its intention to allocate a portion of the net proceeds from the notes towards the cost associated with the capped call transactions. The residual funds are earmarked for working capital, strengthening the operational backbone of the company, and supporting potential acquisition efforts, although currently there are no concrete agreements in place.

Market Reactions and Stock Performance

The announcement of the Convertible Senior Notes offering may influence both the market price of indie’s common stock and the notes themselves. As the offering progresses, the initial purchasers might undertake various market transactions to hedge against their positions. These investments could lead to shifts in stock pricing, ultimately affecting the shareholders' potential returns during any conversion periods.

Understanding the Offerings and Securities

The newly offered notes, along with shares potentially issued upon their conversion, will remain unregistered under the Securities Act and applicable state laws. As a result, they cannot be sold in the U.S. without proper registration or exemption. It's essential to recognize that this isn't an offer to sell or a solicitation to buy these securities, emphasizing the limited scope of the offering's availability.

About indie Semiconductor

Headquartered in Aliso Viejo, CA, indie Semiconductor is in the vanguard of the automotive semiconductor market, championing the next wave of technological advancements through its robust semiconductor, photonics, and software platforms. The company’s primary focus centers around developing high-performance, energy-efficient technologies that are essential for advanced driver-assistance systems (ADAS), electrification applications, and enhanced user experiences in vehicles.

Innovative Technologies

indie Semiconductor provides mixed-signal systems-on-chips (SoCs) that facilitate edge sensors encompassing Radar, LiDAR, Ultrasound, and Computer Vision capabilities. Furthermore, their embedded systems for power management and interfacing solutions are pivotal for transforming the in-cabin experience, driving towards a more automated and electrified automotive environment.

Commitment to Partnership

As a global innovator in the automotive space, indie has established itself as a trusted partner to Tier 1 suppliers, ensuring that its cutting-edge solutions are integrated within leading automotive OEMs worldwide. This collaborative spirit is essential for the continued advancement of automotive technology.

Frequently Asked Questions

What are the Convertible Senior Notes?

The Convertible Senior Notes are debt securities that indie Semiconductor is offering to investors, with the option for holders to convert into shares of the company’s common stock under specified conditions.

What is the purpose of this offering?

The primary purpose of the offering is to raise capital for corporate needs, specifically to fund capped call transactions and support working capital initiatives, potentially including acquisitions.

How does the capped call transaction work?

The capped call transaction aims to mitigate potential dilution of common stock that could result from the conversion of the notes into shares.

When will the interest on the notes be paid?

Interest on the notes will be paid semiannually, starting on June 15, 2025.

What is the expected maturity date of the notes?

The notes are set to mature on December 15, 2029, barring any earlier redemption or conversion actions by indie Semiconductor.

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