Inphi Corporation Announces Proposed Offering of $330 Million of Convertible Senior Notes

SANTA CLARA, Calif., April 21, 2020 (GLOBE NEWSWIRE) -- Inphi Corporation (NYSE: IPHI) today announced its intention to offer, subject to market conditions and other factors, $330 million aggregate principal amount of convertible senior notes due 2025 (the “notes”) in a private offering to qualified institutional buyers pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). In connection with the offering, Inphi expects to grant the initial purchasers of the notes an option to purchase up to an additional $50 million aggregate principal amount of notes on the same terms and conditions.

Inphi intends to use a portion of the net proceeds from the offering of the notes to pay the cost of certain capped call transactions described below. Inphi also intends to use a portion of the net proceeds from the offering of the notes to pay the cash portion of the consideration Inphi delivers in connection with any exchange transactions for up to $100 million aggregate principal amount of its existing 1.125% Convertible Senior Notes due 2020 (the “2020 Notes”) described below. Inphi intends to use the remainder of the net proceeds from the offering of the notes for general corporate purposes, including payments with respect to its outstanding 2020 Notes when due and financing potential acquisitions and other strategic transactions. However, Inphi currently has no commitments with respect to any such acquisitions or other strategic transactions.

Contemporaneously with the pricing of the offering, Inphi intends to enter into separate and privately negotiated transactions with one or more holders of the 2020 Notes to exchange up to $100 million aggregate principal amount of the 2020 Notes for a combination of cash and shares of Inphi’s common stock. The terms of any exchanges of the 2020 notes will be individually negotiated with each holder and will depend on a number of factors, including the market price of Inphi’s common stock and the trading price of the 2020 notes at the time of such exchanges. Inphi expects that holders of 2020 Notes that exchange their 2020 Notes may purchase or sell shares of Inphi’s common stock and/or enter into or unwind various derivatives with respect to Inphi’s common stock (including entering into derivatives with one or more of the initial purchasers or their respective affiliates) concurrently with or shortly after the pricing of the notes. This activity could affect the market price of Inphi’s common stock and could also impact the initial conversion price of the notes.