Latest news with #ConvertibleNotes
Business Wire
7 hours ago
- Business
- Business Wire
Supermicro Announces Proposed Offering of $2.0 Billion of Convertible Senior Notes due 2030
SAN 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 that it intends to offer, subject to market conditions and other factors, $2.0 billion aggregate principal amount of convertible senior notes due 2030 (the 'Convertible Notes'). The Convertible Notes are to be offered and sold to persons reasonably believed to be 'qualified institutional buyers' pursuant to Rule 144A under the Securities Act of 1933, as amended (the 'Securities Act'). The Company also expects to grant an option to the initial purchasers to purchase up to an additional $300.0 million aggregate principal amount of the Convertible Notes within a 13-day period from, and including, the date the Convertible Notes are first issued. The Convertible Notes will be senior, unsecured obligations of the Company and will accrue interest payable semi-annually in arrears. The Convertible Notes will mature on June 15, 2030, unless earlier redeemed, repurchased or converted in accordance with their terms prior to such date. Prior to the close of business on the business day immediately preceding December 17, 2029, the Convertible Notes will be convertible only upon the satisfaction of certain conditions and during certain periods, and on and after December 17, 2029, at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, the Convertible Notes will be convertible regardless of these conditions. The Company will settle conversions by paying or delivering, as applicable, cash, shares of the Company's common stock or a combination of cash and shares of the Company's common stock at the Company's election. The initial conversion rate, interest rate and other terms of the Convertible Notes will be determined at the time of pricing in negotiations with the initial purchasers of the Convertible Notes. In connection with the pricing of the Convertible Notes, the Company expects to enter into privately negotiated capped call transactions with one or more financial institutions which may include one or more of the initial purchasers or their affiliates (the 'option counterparties'). If the initial purchasers exercise their option to purchase additional Convertible Notes, the Company expects to enter into additional capped call transactions with the option counterparties. The capped call transactions are expected generally to reduce the potential dilution to the Company's common stock upon conversion of the Convertible Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of the Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap. In connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to the Company's common stock and/or purchase shares of the Company's common stock concurrently with or shortly after the pricing of the Convertible Notes. This activity could increase (or reduce the size of any decrease in) the market price of the Company's common stock or the Convertible Notes at that time. In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the Company's common stock and/or purchasing or selling the Company's common stock or other securities of the Company in secondary market transactions following the pricing of the Convertible Notes and prior to the maturity of the Convertible Notes (and are likely to do so during any observation period related to a conversion of the Convertible Notes or following any repurchase of the Convertible Notes by the Company to the extent the Company elects to unwind a corresponding portion of the capped call transactions in connection with such repurchase). This activity could also cause or avoid an increase or a decrease in the market price of the Company's common stock or the Convertible Notes, which could affect noteholders' ability to convert the Convertible Notes, and, to the extent the activity occurs during any observation period related to a conversion of the Convertible Notes, it could affect the amount and value of the consideration that noteholders will receive upon conversion of the Convertible Notes. The Company expects to use a portion of net proceeds of the offering to fund the cost of entering into the capped call transactions. The Company intends to use up to $200.0 million of the net proceeds to repurchase shares of its common stock from purchasers of the Convertible Notes concurrently with the pricing of the offering in privately negotiated transactions effected through one of the initial purchasers of the Convertible Notes or its affiliate, as the Company's agent. The Company intends to use the remainder of the net proceeds from the offering for general corporate purposes, including to fund working capital for growth and business expansion. If the initial purchasers exercise their option to purchase additional Convertible Notes, the Company intends to use a portion of the net proceeds from the sale of additional Convertible Notes to fund the cost of entering into additional capped call transactions. This press release is neither an offer to sell nor a solicitation of an offer to buy the Convertible Notes or the shares of the Company's common stock issuable upon conversion of the Convertible Notes, if any, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction. Any offer of these securities will be made only by means of a private offering memorandum. The offer and sale of the Convertible Notes and the shares of the Company's common stock issuable upon conversion of the Convertible Notes, if any, have not been registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Cautionary Statement Regarding Forward-Looking Statements This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, among other things, the anticipated terms of the Convertible Notes and capped call confirmations, statements regarding the intended use of the net proceeds from the offering and the potential impact of anticipated transactions by holders of the Convertible Notes and the option counterparties on the Company's securities. Forward-looking statements may be identified by the use of the words 'may,' 'will,' 'expect,' 'intend' and other similar expressions. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. These forward-looking statements are based on management's current expectations and beliefs about future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties include, but are not limited to, the risks related to whether the Company will consummate the offering and enter into the capped call transactions on the expected terms or at all, the anticipated effects of holders of the Convertible Notes or the option counterparties entering into or unwinding derivative transactions with respect to the Company's common stock and/or purchasing or selling the Company's common stock, market and general conditions, and risks relating to the Company's business, including those described in periodic reports that the Company files from time to time with the Securities and Exchange Commission. The forward-looking statements included in this press release speak only as of the date of this press release, and the Company does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law. About Super Micro Computer, Inc. Supermicro (NASDAQ: SMCI) is a global leader in Application-Optimized Total IT Solutions. Founded and operating in San Jose, California, Supermicro is committed to delivering first-to-market innovation for Enterprise, Cloud, AI, and 5G Telco/Edge IT Infrastructure. We are a Total IT Solutions manufacturer with server, AI, storage, IoT, switch systems, software, and support services. Supermicro's motherboard, power, and chassis design expertise further enables our development and production, enabling next-generation innovation from cloud to edge for our global customers. Our products are designed and manufactured in-house (in the US, Taiwan, and the Netherlands), leveraging global operations for scale and efficiency and optimized to improve TCO and reduce environmental impact (Green Computing). The award-winning portfolio of Server Building Block Solutions® allows customers to optimize for their exact workload and application by selecting from a broad family of systems built from our flexible and reusable building blocks that support a comprehensive set of form factors, processors, memory, GPUs, storage, networking, power, and cooling solutions (air-conditioned, free air cooling or liquid cooling). Supermicro, Server Building Block Solutions, and We Keep IT Green are trademarks and/or registered trademarks of Super Micro Computer, Inc. All other brands, names, and trademarks are the property of their respective owners.
Yahoo
4 days ago
- Business
- Yahoo
Why 3D Systems (DDD) Shares Are Sliding Today
Shares of 3D printing company 3D Systems (NYSE:DDD) fell 20.5% in the morning session after the company announced plans to offer $92 million in Convertible Senior Notes to qualified institutional buyers. The stock was likely down due to concerns about the dilutive effect of the notes, which can be converted to the company's ordinary stock, raising the total share count. Also, the notes have a conversion price of approximately $2.24 per share, which represents a premium of roughly 20% over 3D Systems' last trading price of $1.87 per share on June 17, 2025. The shares closed the day at $1.47, down 21.6% from previous close. The stock market overreacts to news, and big price drops can present good opportunities to buy high-quality stocks. Is now the time to buy 3D Systems? Access our full analysis report here, it's free. 3D Systems's shares are extremely volatile and have had 77 moves greater than 5% over the last year. But moves this big are rare even for 3D Systems and indicate this news significantly impacted the market's perception of the business. The previous big move we wrote about was 28 days ago when the stock dropped 5.5% after the major indices fell further in the afternoon (Nasdaq -1.3%, S&P 500 - 1.4%) as Treasury yields rose, reflecting market anxiety over a draft federal budget that could worsen the already wide US fiscal deficit. A poor auction for 20-year U.S. Treasury bonds further raised concerns, as weak demand implies investors are becoming more cautious about holding long-dated U.S. debt. As a reminder, the driver of a stock's value is the sum of its future cash flows discounted back to today. With lower interest rates (yields), investors can apply higher valuations to their stocks; when yields rise, that math works in reverse. Adding to the cautious mood were earnings results from retail giants Target and Lowe's, both of which reported weak earnings that missed expectations, pointing to a potential slowdown in consumer spending and further weighing on sentiment. Lastly, some influential voices such as Jamie Dimon (JPMorgan) and Steve Cohen (Point72) made cautious comments about the market, which can sometimes become self-fulfilling prophecies as investors increase their cautiousness and skittishness. 3D Systems is down 53.4% since the beginning of the year, and at $1.49 per share, it is trading 68.4% below its 52-week high of $4.72 from February 2025. Investors who bought $1,000 worth of 3D Systems's shares 5 years ago would now be looking at an investment worth $204.67. Today's young investors likely haven't read the timeless lessons in Gorilla Game: Picking Winners In High Technology because it was written more than 20 years ago when Microsoft and Apple were first establishing their supremacy. But if we apply the same principles, then enterprise software stocks leveraging their own generative AI capabilities may well be the Gorillas of the future. So, in that spirit, we are excited to present our Special Free Report on a profitable, fast-growing enterprise software stock that is already riding the automation wave and looking to catch the generative AI next. Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Business Wire
6 days ago
- Business
- Business Wire
NOG Closes Upsized Reopening of its 3.625% Convertible Unsecured Senior Notes Due 2029
MINNEAPOLIS--(BUSINESS WIRE)--Northern Oil and Gas, Inc. (NYSE: NOG) ('NOG' or the 'Company') today announced that it closed the reopening of its 3.625% Convertible Unsecured Senior Notes due April 2029, enhancing the Company's liquidity and debt maturity schedule. HIGHLIGHTS Issued $200.0 million of its 3.625% Convertible Unsecured Senior Notes due April 2029, including the initial purchasers' option to purchase additional notes, at an issue price of 105.597%, raising gross proceeds of approximately $211.2 million Entered into 'Capped Calls' increasing effective conversion price of the Convertible Notes to $50.8709 to mitigate potential dilution upon conversion into common stock Executed $35 million accelerated share repurchase commensurate with the transaction, acquiring 1.1 million shares at an average price of $31.15 per share Pro forma for the purchase of the Capped Calls, fees and share repurchase, the Company anticipates liquidity increase of more than $152.0 million Post offering, the Company anticipates potential interest and dividend savings of approximately $5.0 million per annum MANAGEMENT COMMENTS 'NOG is pleased to have successfully completed the issuance of an additional $200 million of our 2029 Convertible Notes, which further bolsters our liquidity, enhances our debt maturity schedule and reduces our cost of capital, all while executing an accelerated share repurchase. This enhances the Company's competitive position in a volatile market backdrop and should allow us to pursue accretive countercyclical investments,' stated Nick O'Grady, Chief Executive Officer. The Company issued an incremental $200 million of its 3.625% Convertible Unsecured Senior Notes due April 2029, which included the exercise of the greenshoe. The Convertible Notes were issued at a 5.597% premium to par. Gross proceeds from the offering were approximately $211.2 million. The Convertible Notes were issued under 'Instrument C' where, upon any conversion, the Company pays the face value of the converted notes in cash and any additional value from the conversion can be paid in either cash or company stock, at the Company's discretion. Additional information on the offering can be found here. In connection with the offering, NOG simultaneously executed a $35.0 million repurchase of its common stock and entered into capped call transactions to reduce potential dilution to the common stock upon conversion of the Convertible Notes or to offset any cash payments the Company is required to make in excess of the principal amount of converted Convertible Notes, as the case may be, with the reduction or offset subject to a cap. The capped calls have the same pricing and structure as the current outstanding capped calls associated with the original convertible notes offering in October 2022. Proceeds from the offering net of the capped calls, share repurchase, and fees was approximately $152.0 million. The Company intends to use the net proceeds to reduce the outstanding balance on its revolving credit facility. The estimated combined reduction in interest expense and savings on dividends from the repurchased shares is approximately $5.0 million per annum. ABOUT NOG NOG is a real asset company with a primary strategy of acquiring and investing in non-operated minority working and mineral interests in the premier hydrocarbon producing basins within the contiguous United States. More information about NOG can be found at SAFE HARBOR This press release contains forward-looking statements regarding future events and future results that are subject to the safe harbors created under the Securities Act and the Securities Exchange Act of 1934, as amended. All statements, including statements regarding the anticipated use of the net proceeds from the offering and anticipated interest and dividend savings, other than statements of historical facts included in this press release, are forward-looking statements. When used in this release, forward-looking statements are generally accompanied by terms or phrases such as 'estimate,' 'project,' 'predict,' 'believe,' 'expect,' 'continue,' 'anticipate,' 'target,' 'could,' 'plan,' 'intend,' 'seek,' 'goal,' 'will,' 'should,' 'may' or other words and similar expressions that convey the uncertainty of future events or outcomes. Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond NOG's control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following: changes in interest rates; changes in market dynamics; changes in crude oil and natural gas prices; the pace of drilling and completions activity on NOG's current properties and properties pending acquisition; infrastructure constraints and related factors affecting NOG's properties; general economic or industry conditions, whether internationally, nationally and/or in the communities in which NOG conducts business, including any future economic downturn, cost inflation, supply chain disruptions, the impact of continued or further inflation, disruption in the financial markets, changes in the interest rate environment and actions taken by OPEC and other oil producing countries as it pertains to the global supply and demand of, and prices for, crude oil, natural gas and NGLs; ongoing legal disputes over, and potential shutdown of, the Dakota Access Pipeline; NOG's ability to identify and consummate additional development opportunities and potential or pending acquisition transactions; the projected capital efficiency savings and other operating efficiencies and synergies resulting from NOG's acquisition transactions, integration and benefits of property acquisitions, or the effects of such acquisitions on NOG's cash position and levels of indebtedness; changes in NOG's reserves estimates or the value thereof; disruption to NOG's business due to acquisitions and other significant transactions; changes in local, state, and federal laws, regulations or policies that may affect NOG's business or NOG's industry (such as the effects of tax law changes, and changes in environmental, health, and safety regulation and regulations addressing climate change, and trade policy and tariffs); conditions of the securities markets; risks associated with the notes, including the potential impact that the notes may have on NOG's financial position and liquidity, potential dilution, and that provisions of the notes could delay or prevent a beneficial takeover of NOG; the potential impact of the capped call transactions undertaken in tandem with the new notes issuance, including counterparty risk; increasing attention to environmental, social and governance matters; NOG's ability to raise or access capital on acceptable terms; cyber-incidents could have a material adverse effect on NOG's business, financial condition or results of operations; changes in accounting principles, policies or guidelines; events beyond NOG's control, including a global or domestic health crisis, acts of terrorism, political or economic instability or armed conflict in oil and gas producing regions; and other economic, competitive, governmental, regulatory and technical factors affecting NOG's operations, products and prices. Additional information concerning potential factors that could affect future plans and results is included in the section entitled 'Item 1A. Risk Factors' and other sections of NOG's most recent Annual Report on Form 10-K, as updated from time to time in amendments and subsequent reports filed with the SEC, which describe factors that could cause NOG's actual results to differ from those set forth in the forward-looking statements. The Company has based these forward-looking statements on its current expectations and assumptions about future events. While management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond the Company's control. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except as may be required by applicable law or regulation, the Company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements.
Business Wire
10-06-2025
- Business
- Business Wire
FINAL DEADLINE ALERT: Faruqi & Faruqi, LLP Investigates Claims on Behalf of Investors of BigBear.ai
NEW YORK--(BUSINESS WIRE)-- Faruqi & Faruqi, LLP, a leading national securities law firm, is investigating potential claims against Holdings, Inc. ('BigBear' or the 'Company') (NYSE: BBAI) and reminds investors of the June 10, 2025 deadline to seek the role of lead plaintiff in a federal securities class action that has been filed against the Company. Faruqi & Faruqi is a leading national securities law firm with offices in New York, Pennsylvania, California and Georgia. The firm has recovered hundreds of millions of dollars for investors since its founding in 1995. See As detailed below, the complaint alleges that the Company and its executives violated federal securities laws by making false and/or misleading statements and/or failing to disclose that: (1) BigBear maintained deficient accounting review policies related to the reporting and disclosure of certain non-routine, unusual, or complex transactions; (2) as a result, the Company incorrectly determined that the conversion option within the 2026 Convertible Notes qualified for the derivative scope exception under ASC 815-40 and failed to bifurcate the conversion option as required by ASC 815-15; (3) accordingly, BigBear had improperly accounted for the 2026 Convertible Notes; (4) the foregoing error caused BigBear to misstate various items in several of the Company's previously issued financial statements; (5) as a result, these financial statements were inaccurate and would likely need to be restated; (6) BigBear would require extra time and expense to correct the inaccurate financial statements, thereby increasing the risk that the Company would be unable to timely file certain financial reports with the U.S. Securities and Exchange Commission ("SEC"); and (7) as a result, the Company's public statements were materially false and misleading at all relevant times. On March 18, 2025, delayed the filing of its 2024 10-K, disclosing that certain of the Company's financial statements since fiscal year 2021 should no longer be relied upon and would be restated. On this news, the price of stock declined roughly 15%, from a closing price of $3.49 per share on March 17, 2025, to $2.97 per share on March 18, 2025. Then, on March 25, 2025, after market, BigBear filed its 2024 10-K restating its consolidated financial statements 'to reflect the issuance of the 2026 Notes Conversion Option at fair value as of December 7, 2021 and the subsequent remeasurement to fair value at each reporting date.' The 2024 10-K also disclosed that the Company had identified a material weakness in its internal control over financial reporting. On this news, the price of stock declined roughly 9%, from a closing price of $3.51 per share on March 25, 2025, to $3.19 per share on March 26, 2025. The court-appointed lead plaintiff is the investor with the largest financial interest in the relief sought by the class who is adequate and typical of class members who directs and oversees the litigation on behalf of the putative class. Any member of the putative class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member. Your ability to share in any recovery is not affected by the decision to serve as a lead plaintiff or not. Faruqi & Faruqi, LLP also encourages anyone with information regarding BigBear's conduct to contact the firm, including whistleblowers, former employees, shareholders and others. To learn more about the class action, go to or call Faruqi & Faruqi partner Josh Wilson directly at 877-247-4292 or 212-983-9330 (Ext. 1310). Follow us for updates on LinkedIn, on X, or on Facebook. Attorney Advertising. The law firm responsible for this advertisement is Faruqi & Faruqi, LLP ( Prior results do not guarantee or predict a similar outcome with respect to any future matter. We welcome the opportunity to discuss your particular case. All communications will be treated in a confidential manner.
Business Wire
10-06-2025
- Business
- Business Wire
BBAI Deadline Today: Rosen Law Firm Urges BigBear.ai Holdings, Inc. (NYSE: BBAI) Stockholders with Large Losses to Contact the Firm for Information About Their Rights
NEW YORK--(BUSINESS WIRE)--Rosen Law Firm, a global investor rights law firm, announces that a shareholder filed a class action on behalf of purchasers of securities of Holdings, Inc. (NYSE: BBAI) between March 31, 2022 and March 25, 2025, both dates inclusive (the 'Class Period'). is an artificial intelligence ('AI')-driven technology solutions company. For more information, submit a form, email attorney Phillip Kim, or give us a call at 866-767-3653. The Allegations: Rosen Law Firm is Investigating the Allegations that Holdings, Inc. (NYSE: BBAI) Misled Investors Regarding its Business Operations. According to the lawsuit, during the Class Period, defendants made false and/or misleading statements and/or failed to disclose that: (1) maintained deficient accounting review policies related to the reporting and disclosure of certain non-routine, unusual, or complex transactions; (2) as a result, incorrectly determined that the conversion option within the 2026 Convertible Notes qualified for the derivative scope exception under Accounting Standards Codification ('ASC') 815-40 and failed to bifurcate the conversion option as required by ASC 815-15; (3) accordingly, had improperly accounted for the 2026 Convertible Notes; (4) the foregoing error caused to misstate various items in several of previously issued financial statements; (5) as a result, these financial statements were inaccurate and would likely need to be restated; (6) would require extra time and expense to correct the inaccurate financial statements, thereby increasing the risk that would be unable to timely file certain financial reports with the SEC; and (7) as a result, public statements were materially false and misleading at all relevant times. When the true details entered the market, the lawsuit claims that investors suffered damages. What Now: You may be eligible to participate in the class action against Holdings, Inc. Shareholders who want to serve as lead plaintiff for the class must file their motions with the court by June 10, 2025. A lead plaintiff is a representative party who acts on behalf of other class members in directing the litigation. You do not have to participate in the case to be eligible for a recovery. If you choose to take no action, you can remain an absent class member. For more information, click here. All representation is on a contingency fee basis. Shareholders pay no fees or expenses. About Rosen Law Firm: Some law firms issuing releases about this matter do not actually litigate securities class actions. Rosen Law Firm does. Rosen Law Firm is a recognized leader in shareholder rights litigation, dedicated to helping shareholders recover losses, improving corporate governance structures, and holding company executives accountable for their wrongdoing. Since its inception, Rosen Law Firm has obtained over $1 billion for shareholders. Follow us for updates on LinkedIn: on Twitter: or on Facebook: Attorney Advertising. Prior results do not guarantee a similar outcome.
