Array Technologies, Inc. announces private project
ALBUQUERQUE, NM, November 29, 2021 (GLOBE NEWSWIRE) – Array Technologies, Inc. (NASDAQ: ARRY) (the âCompanyâ or âArrayâ) announced today that, subject to market conditions, it has l intends to offer $ 325 million in aggregate principal amount of the Convertible Senior Notes due 2028 (the âNotesâ) in a private placement (the âOfferâ) to eligible purchasers under the Rule 144A of the Securities Act of 1933, as amended (the âSecurities Actâ). Array also intends to grant the initial purchasers of the Notes an option to purchase, within 13 days of the date the Notes are first issued, up to a total principal amount. additional $ 48.75 million.
Array intends to use the net proceeds of the Offering, as well as cash and / or borrowings under its revolving credit facility and the issuance of up to $ 100.0 million. ‘Series A preferred shares pursuant to the Company’s Series A preferred share facility, to pay the cash consideration for its previously announced acquisition of Soluciones TÃ©cnicas Integrales Norland, SL (the âSTI Acquisitionâ) and cost of capped purchase transactions described below. If the original purchasers exercise their option to purchase additional tickets, the Company expects to use the net proceeds to fund a portion of the cash consideration of the STI acquisition, enter into additional capped purchase transactions with the counterparties of the STI. option and for general corporate purposes, including the repayment of the Company’s term loan.
If the STI acquisition is not completed, Array will use the net proceeds of the offering to pay for the cost of the capped purchase transactions and for general corporate purposes, including repayment of the term loan from the STI. Society.
The Notes will be senior unsecured obligations of Array and will bear interest payable semi-annually in arrears. Array will settle the conversions by paying in cash up to the full principal amount of the Notes to be converted and by paying or delivering, as the case may be, cash, common shares of Array (the âCommon Sharesâ) or a combination of ” cash and ordinary shares, at Array’s option, with respect to the remainder, if any, of Array’s conversion obligation exceeding the aggregate principal amount of the Notes to be converted, based on the conversion rate then applicable. The interest rate, initial conversion rate and other terms of the Notes will be determined at the time of pricing of the Offering.
As part of the pricing of the Notes, Array expects to enter into privately negotiated capped purchase transactions with one or more of the Initial Purchasers or their respective affiliates and / or other financial institutions (the âCounterparties of option â). The capped purchase transactions will cover, subject to anti-dilution adjustments, the number of ordinary shares initially underlying the Notes sold under the Offer. Capped purchase transactions should generally reduce the potential dilution of Array common stock upon conversion of any Note and / or offset any cash payment that Array is required to make in excess of the principal amount of the Notes. converted, as the case may be, with these reduction and / or capped compensation.
Array has been advised that, in connection with establishing their initial hedges of capped purchase transactions, the option counterparties or their respective affiliates plan to purchase common shares of Array and / or enter into various derivative transactions involving the common shares of Array at the same time as or shortly after the pricing of the Notes. Such activity could increase (or reduce the magnitude of any decrease) in the market price of the Array common shares or the Notes at that time. In addition, option counterparties or their respective subsidiaries may modify their hedging positions by entering into or unwinding various derivatives relating to Array ordinary shares and / or by buying or selling Array ordinary shares or other Array securities within the framework of transactions on the secondary market following the fixing of the price of the Notes and before the maturity of the Notes (and are likely to do so on each exercise date for capped purchase transactions or at following any termination of any part of the capped call operations as part of any redemption, repayment or early conversion of Notes). This activity could also cause or prevent an increase or decrease in the market price of the Array common shares or the Notes, which could affect the ability of Noteholders to convert the Notes and, to the extent that activity continues. produced after a conversion or during any observation period relating to a conversion of Notes, this could affect the amount and value of the consideration that Noteholders will receive on the conversion of the Notes.
Neither the Notes nor the Common Shares issuable upon conversion of the Notes, if any, have been or will be registered under the Securities Act, the securities laws of any other jurisdiction or the laws of state securities and, except registered, may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. The Notes will only be offered and sold to persons reasonably suspected of being qualified institutional purchasers in the United States in accordance with Rule 144A of the Securities Act. This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy the Notes, and there will be no sale of the Notes in any state or jurisdiction in which such offer, solicitation or sale is illegal. No guarantee can be given that the Offer will be carried out according to its proposed terms or not at all.
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About Array Technologies, Inc.
Array Technologies (NASDAQ: ARRY) is a leading US company and a global provider of large-scale solar tracking technology. Built to withstand the harshest conditions on the planet, Array’s high-quality solar trackers and sophisticated software maximize power production, accelerating the uptake of cost-effective and sustainable energy. Founded and headquartered in the United States, Array leverages its diverse global supply chain and customer-centric approach to deliver, commission and support solar energy developments around the world, leading the way to a brighter, smarter future for clean energy.
This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that do not relate strictly to historical or current facts are forward-looking. Statements regarding the Offer, including the size of the Offer and the intended use of proceeds from it, are forward-looking statements and are subject to known and unknown risks and uncertainties which may cause the results actuals differ materially from those expressed in these forward-looking statements. These risks and uncertainties include, without limitation, the ability to complete the offer on favorable terms, if at all, general market conditions that could affect the offer and completion of the STI Norland acquisition. . Other risks relating to the Company are described in section 1A, âRisk Factorsâ and elsewhere in the Company’s annual report on Form 10-K for the year ended December 31, 2020 and other documents that the Company deposits from time to time with the Securities. and the Foreign Exchange Commission. In addition, the Company may be subject to currently unforeseen risks which could have a material adverse impact on it. Any forward-looking statement speaks only as of the date on which such statement is made, and the Company does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.