Enovix Announces Proposed $300 Million Offering of Convertible Senior Notes Due 2030

Core Viewpoint - Enovix Corporation plans to offer $300 million in Convertible Senior Notes due 2030, with an option for an additional $60 million, to qualified institutional buyers under Rule 144A of the Securities Act [1][2] Group 1: Offering Details - The Notes will be unsecured obligations of Enovix, accruing interest payable semiannually, and convertible into cash, shares of common stock, or a combination thereof at the company's discretion [2] - The interest rate and initial conversion rate will be determined at the time of pricing the Offering [2] - The Offering is subject to market conditions, and there is no assurance regarding its completion or terms [1] Group 2: Use of Proceeds - A portion of the net proceeds will be used to cover costs associated with capped call transactions [3] - Remaining proceeds are intended for general corporate purposes, including potential acquisitions, although no current commitments exist [4] - The company is in preliminary discussions with potential acquisition targets that could enhance battery adoption and generate long-term revenue synergies [4] Group 3: Capped Call Transactions - Enovix plans to enter into capped call transactions to offset the dilutive impact of the Notes, with expirations occurring at various intervals post-issuance [5] - These transactions will not fully offset the actual dilutive impact of the Notes upon conversion [5] - Initial hedging activities related to these transactions may influence the market price of Enovix common stock and the trading price of the Notes [6][7] Group 4: Regulatory Considerations - The Notes and any shares issued upon conversion have not been registered under the Securities Act and cannot be offered or sold in the U.S. without registration or an exemption [9] - This announcement does not constitute an offer to sell or a solicitation to buy any securities [10]