indie Announces Pricing of Private Offering

Core Viewpoint - indie Semiconductor, Inc. has announced the pricing of a private offering of $150 million in 4.00% Convertible Senior Notes due 2031, with an expected closing date of March 6, 2026, subject to customary conditions [1] Group 1: Offering Details - The offering consists of $150 million aggregate principal amount of 4.00% Convertible Senior Notes due 2031, with an option for initial purchasers to buy an additional $25 million [1] - The estimated net proceeds from the offering are approximately $145.1 million, or $169.4 million if the additional notes option is fully exercised [1] - indie plans to use about $107.8 million of the net proceeds to repurchase $104 million of its 4.50% Convertible Senior Notes due 2027 [1] Group 2: Notes Characteristics - The notes will be senior unsecured obligations, with interest payable semiannually starting September 15, 2026, and maturing on March 15, 2031 [1] - The initial conversion rate is set at 258.3312 shares of common stock per $1,000 principal amount of notes, equating to an initial conversion price of approximately $3.87 per share, representing a 22.5% premium over the last reported sale price of $3.16 [1] - The notes can be converted into cash, shares of common stock, or a combination thereof, at the company's discretion [1] Group 3: Redemption and Conversion Conditions - indie may not redeem the notes prior to March 20, 2029, and can redeem them if the stock price meets certain conditions [1] - Holders can convert the notes under specific conditions until December 15, 2030, after which conversion can occur at any time until maturity [1] - In the event of a "fundamental change," holders may require indie to repurchase their notes at 100% of the principal amount plus accrued interest [1] Group 4: Market Impact - The repurchase of the 2027 notes may lead to significant market activity as hedged holders unwind their positions, potentially affecting the stock price [1]