Core Viewpoint - Applied Optoelectronics, Inc. (AOI) plans to exchange approximately $80 million principal amount of its 5.25% Convertible Senior Notes due 2026 for a combination of new Convertible Senior Notes due 2030, common stock, and cash for accrued interest and fractional shares [1][5]. Group 1: Exchange Details - The final terms for the exchange of the 2026 Notes for the 2030 Notes and common stock will be determined at the time of pricing [2]. - The 2030 Notes will be senior, unsecured obligations, ranking equally with existing and future senior unsecured indebtedness, and senior to subordinated indebtedness [2]. - Holders of the 2030 Notes will have the option to convert under specified circumstances, with conversions settled in cash, shares, or a combination [3]. Group 2: Additional Transactions - Following the exchange, AOI may engage in further exchanges, repurchases, or conversions of the 2026 Notes, which could impact the trading price of its common stock and the 2030 Notes [4]. - There is no assurance that the exchanges will be completed, and the transactions are exempt from registration under the Securities Act of 1933 [5]. Group 3: Registered Direct Offering - Concurrently, AOI intends to commence a registered direct offering of its common stock, with net proceeds aimed at general corporate purposes, including potential acquisitions [6][7]. - Raymond James & Associates, Inc. is acting as the sole placement agent for the registered direct offering, which is made under an automatic shelf registration statement [8]. Group 4: Closing Timeline - The exchanges and the registered direct offering are expected to close concurrently on or about December 23, 2024, subject to customary closing conditions [9]. Group 5: Company Overview - Applied Optoelectronics Inc. is a leading developer and manufacturer of advanced optical products, serving the CATV broadband, internet datacenter, telecom, and FTTH markets [13].
Applied Optoelectronics Announces Proposed Private Exchange Offer for 2026 Notes and Concurrent Registered Direct Offering