Nova .(US:NVMI) Prnewswireยท2025-09-03 05:00Core Viewpoint - Nova has announced the pricing of $650 million aggregate principal amount of 0.00% Convertible Senior Notes due 2030, increasing from the previously announced $500 million, indicating strong demand for its financing [1][10] Group 1: Offering Details - The offering is a private placement to qualified institutional buyers under Rule 144A of the Securities Act [1] - The initial purchasers have an option to buy an additional $100 million of the Notes within a 13-day period after the initial issuance [1] - The expected settlement date for the sale of the Notes is September 5, 2025, subject to customary closing conditions [1] Group 2: Notes Characteristics - The Notes will not bear regular interest and will mature on September 15, 2030, unless repurchased, redeemed, or converted earlier [2] - Holders can require Nova to repurchase their Notes upon a fundamental change at a cash purchase price of 100% of the principal amount plus any accrued interest [4] - The initial conversion rate is set at 3.1234 ordinary shares per $1,000 principal amount, equating to a conversion price of approximately $320.16 per share, representing a 35.0% premium over the last reported sale price [5] Group 3: Financial Implications - Nova estimates net proceeds from the Offering to be approximately $631.5 million, or $729.0 million if the option for additional Notes is fully exercised [10] - Approximately $44.9 million of the net proceeds will be allocated to the costs of capped call transactions, with the remainder intended for general corporate purposes, including potential mergers and acquisitions [10] Group 4: Capped Call Transactions - Nova has entered into capped call transactions to cover the number of shares underlying the Notes, aimed at reducing potential dilution upon conversion [7] - The cap price for these transactions is initially set at $415.03 per share, a 75% premium over the last reported sale price of $237.16 per share [8]