MACOM Refinances Approximately 65% of Existing Convertible Notes with New Notes at 0% Coupon and 27.5% Conversion Premium

MACOM Technology Solutions Holdings, Inc. (“MACOM” or the “Company”) (Nasdaq: MTSI), a leading supplier of semiconductor products, today announced that it has entered into separate, privately negotiated exchange and subscription agreements with a limited number of holders of its 0.25% convertible senior notes due 2026 (the “Existing Convertible Notes”) in each case pursuant to exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the Exchange and Subscription Agreements, the Company will exchange approximately $288.8 million in aggregate principal amount of the Existing Convertible Notes for approximately $257.7 million in aggregate principal amount of new 0.000% convertible senior notes due 2029 (the “New Convertible Notes”) and approximately 1.6 million shares of the Company’s common stock, par value $0.001 per share (“Common Stock” and, such exchanges, collectively, the “Exchange”). The Company will issue approximately $86.6 million in aggregate principal amount of New Convertible Notes in a private placement to certain investors (the “Subscription” and, together with the Exchange, the “Transactions”).

MACOM expects the Transactions to have a neutral impact on its pro forma net leverage resulting in an increase of its cash balance by $61.7 million, after fees and transaction expenses, and an increase of its debt balance by $55.5 million.

The Transactions are expected to close concurrently on or about December 19, 2024, subject to customary closing conditions. The issuance of the New Convertible Notes will occur pursuant to an indenture related to the New Convertible Notes, to be dated on or around December 19, 2024, between the Company and U.S. Bank National Association, as trustee.

The offer and sale of the New Convertible Notes and Common Stock, including Common Stock issuable upon conversion, if any, are not being registered under the Securities Act, or any state securities laws. The New Convertible Notes and Common Stock, including Common Stock issuable upon conversion, if any, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and any applicable state securities laws.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the laws of such jurisdiction.