Inphi Corporation Prices Upsized Offering of $440 Million of Convertible Senior Notes - Seite 2

Contemporaneously with the pricing of the offering, Inphi entered into separate and privately negotiated transactions with certain holders of the 2020 Notes to exchange approximately $99.5 million in aggregate principal amount of the 2020 Notes for an aggregate of approximately $99.9 million in cash, representing the principal amount exchanged and accrued and unpaid interest thereon, and approximately 1.4 million shares of Inphi’s common stock. 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.

When issued, the notes will be unsecured, senior obligations of Inphi, and will pay interest semi-annually in arrears at a rate of 0.75% per year. Prior to the close of business on the business day immediately preceding October 15, 2024, the notes will be convertible only under certain circumstances and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The initial conversion rate for the notes will be 8.0059 shares per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $124.91 per share, and will be subject to adjustment upon the occurrence of certain events. The initial conversion price represents a conversion premium of approximately 32.5% over the last reported sale price of $94.27 per share of Inphi’s common stock on The New York Stock Exchange on April 21, 2020. Inphi will settle conversions of the notes by paying or delivering, as the case may be, cash, shares of its common stock, or a combination of cash and shares of its common stock, at its election. Prior to April 20, 2023, the notes will not be redeemable. Inphi may redeem all or any portion of the notes, at its option, on or after April 20, 2023, if the last reported sale price of Inphi’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which Inphi provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Holders of notes may require Inphi to repurchase their notes upon the occurrence of a fundamental change (as defined in the indenture governing the notes) at a purchase price equal to the principal amount thereof plus accrued and unpaid interest to, but excluding, the repurchase date. In addition, in connection with certain corporate events or if Inphi issues a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their notes in connection with such corporate event or such notice of redemption, as the case may be.