Veeco Announces Proposed Private Offering of $150 Million of Convertible Senior Notes - Seite 2

The notes will be Veeco’s senior unsecured obligations. The notes will mature on June 1, 2027, unless earlier redeemed, repurchased or converted. Veeco may not redeem the notes prior to June 6, 2024. On or after June 6, 2024, Veeco may redeem for cash all or a portion of the notes if the last reported sale price of Veeco’s common stock has been at least 130% of the conversion price then in effect on each of at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period ending on, and including, the trading day immediately preceding the date on which Veeco provides notice of redemption. Veeco will settle any 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 Veeco’s election. The interest rate, initial conversion rate, and other terms of the notes will be determined by negotiations between Veeco and the initial purchasers of the notes.

In connection with the offering of the notes, Veeco expects to enter into capped call transactions with one or more of the initial purchasers and/or their affiliates and/or other financial institutions (the “capped call counterparties”). Veeco expects that the strike price of the capped call transactions will initially represent a premium of approximately 75% over the last reported sale price of the common stock on the pricing date of the offering.  The capped call transactions are expected generally to reduce potential dilution to Veeco’s common stock upon any conversion of the notes and/or offset any cash payments Veeco is required to make in excess of the principal amount of the converted notes, as the case may be, in the event that the market price of Veeco’s common stock is greater than the strike price of the capped call transactions (which will initially correspond to the initial conversion price of the notes and is subject to certain adjustments under the terms of the capped call transactions), with such reduction and/or offset subject to a cap based on the cap price of the capped call transactions. If the initial purchasers exercise their option to purchase additional notes, Veeco intends to enter into additional capped call transactions with the capped call counterparties.