Applied Optoelectronics Announces Entry into Exchange Transactions for 2026 Notes and Pricing of a Concurrent Registered Direct Offering

Core Viewpoint - Applied Optoelectronics, Inc. has announced a transaction to exchange approximately $76.7 million of its 5.25% Convertible Senior Notes due 2026 for new 2.75% Convertible Senior Notes due 2030, common stock, and cash for accrued interest [1] Group 1: Exchange Details - The company will exchange approximately $76.7 million principal amount of 2026 Notes for about $125 million aggregate principal amount of 2030 Notes, approximately 1,487,874 shares of common stock, and approximately $89.6 thousand in cash [1] - The 2030 Notes will bear an interest rate of 2.75% per year, payable semiannually, and will mature on January 15, 2030 [2] - The initial conversion rate for the 2030 Notes is approximately 23.0884 shares per $1,000 principal amount, equating to an initial conversion price of about $43.31 per share, representing a 27.50% premium to the closing price on December 18, 2024 [4] Group 2: Redemption and Conversion Features - The company may not redeem the 2030 Notes prior to January 15, 2027, but can redeem them if the stock price exceeds 130% of the conversion price for a specified period [5] - Holders can require the company to repurchase their 2030 Notes upon a Fundamental Change at a cash purchase price equal to the principal amount plus accrued interest [5] Group 3: Offering and Use of Proceeds - Concurrently, the company has priced an issuance of 1,036,458 shares of common stock at $33.97 per share in a Registered Direct Offering [7] - The net proceeds from the Registered Direct Offering will be used for general corporate purposes, including capital expenditures and potential acquisitions [8] Group 4: Legal and Regulatory Information - The 2030 Notes and related shares have not been registered under the Securities Act and may not be offered or sold without registration or an applicable exemption [6] - The Registered Direct Offering was made under an automatic shelf registration statement filed with the SEC [9]