Plug Power Inc. Announces Pricing of Offering of $375.0 Million of 6.75% Convertible Senior Notes

Core Viewpoint - Plug Power Inc. has announced the pricing of $375 million in 6.75% Convertible Senior Notes due 2033, with expected net proceeds of approximately $347.2 million, aimed at repaying existing debt and repurchasing convertible notes [1][2][3] Group 1: Offering Details - The notes are priced at 95% of their principal amount and are being offered to qualified institutional buyers under Rule 144A [2][7] - The offering is expected to close on November 21, 2025, subject to customary closing conditions [1] - An additional option for initial purchasers to buy up to $56.25 million in notes is available [1] Group 2: Use of Proceeds - Approximately $245.6 million of the net proceeds will be used to repay the outstanding principal and interest on 15.00% secured debentures [2] - About $101.6 million of the net proceeds, along with $52.4 million in cash on hand, will be used to repurchase approximately $138 million of 7.00% convertible senior notes due 2026 [2][6] Group 3: Notes Structure - The notes will be general unsecured obligations, ranking senior to future subordinated debts and equal to existing liabilities [3] - Interest on the notes will be paid semi-annually at a rate of 6.75%, starting June 1, 2026, with maturity on December 1, 2033 [3][4] - The notes cannot be redeemed before December 6, 2028, and holders can require repurchase on December 6, 2029 [4][5] Group 4: Conversion and Settlement - The notes will be convertible starting February 28, 2026, at an initial conversion rate of 333.3333 shares per $1,000 principal amount, equating to a conversion price of approximately $3.00 per share [5] - Conversions will be settled in cash, shares, or a combination, with cash settlement until the reserved share effective date [5] Group 5: Market Impact - The repurchase of the 2026 notes may lead to market activities that could affect the stock price of Plug Power [7] - The notes are not registered under the Securities Act and cannot be sold in the U.S. without an exemption [7]