Inphi Corporation Prices Upsized Offering of $440 Million of Convertible Senior Notes

SANTA CLARA, Calif., April 22, 2020 (GLOBE NEWSWIRE) -- Inphi Corporation (NYSE: IPHI) today announced the pricing of $440.0 million aggregate principal amount of 0.75% convertible senior notes due 2025 (the “notes”) in a private placement 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, The principal amount of the offering was increased from the previously announced offering size of $330.0 million. Inphi granted the initial purchasers of the notes a 13-day option to purchase up to an additional $66.0 million aggregate principal amount of notes on the same terms and conditions. The sale of the notes is scheduled to close on April 24, 2020, subject to satisfaction of customary closing conditions.

Inphi estimates that the net proceeds from this offering will be approximately $428.2 million, after deducting the initial purchasers’ discount and estimated offering expenses payable by Inphi, and assuming no exercise of the initial purchasers’ option to purchase additional notes. Inphi intends to use approximately $48.4 million 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 approximately $99.9 million of the net proceeds from the offering of the notes to pay the cash portion of the consideration, representing the principal amount exchanged and accrued and unpaid interest thereon, Inphi delivers in connection with the exchange transactions for 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.

If the initial purchasers exercise their option to purchase additional notes, Inphi intends to use a portion of the resulting additional net proceeds from the sale of the additional notes to pay the cost of entering into additional capped call transactions and the remainder of the net proceeds from the sale of the additional notes for general corporate purposes.