In This Article:
CAMARILLO, Calif., December 06, 2024--(BUSINESS WIRE)--Semtech Corporation (Nasdaq: SMTC), a high-performance semiconductor, IoT systems and cloud connectivity service provider ("Semtech" or "Company"), today announced the pricing of an underwritten public offering of 9,126,985 shares of its common stock at a public offering price of $63.00 per share. The size of the offering was increased from the previously announced $400 million of shares of common stock. The gross proceeds to the Company, before deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company, are expected to be approximately $575 million. The offering is scheduled to close on December 9, 2024, subject to the satisfaction of customary closing conditions. In addition, the Company has granted the underwriters a 30-day option to purchase up to an additional 1,369,047 shares of its common stock, at the public offering price per share, less underwriting discounts and commissions.
The Company intends to use the net proceeds from the proposed offering for the repayment of certain indebtedness under the Company’s Third Amended and Restated Credit Agreement, dated September 26, 2022, with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.
Morgan Stanley and UBS Investment Bank are acting as joint book-running managers for the offering.
The offering was made pursuant to a prospectus supplement, dated December 5, 2024, to the accompanying prospectus included in the Company’s automatically effective shelf registration statement on Form S-3, which was filed with the Securities and Exchange Commission (the "SEC") on December 4, 2024. Copies of the final prospectus supplement and accompanying prospectus related to the offering may be obtained, when available, from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by telephone at (866) 718-1649, or by e-mail at prospectus@morganstanley.com; or UBS Securities LLC, Attention: Prospectus Department, 1285 Avenue of the Americas, New York, NY 10019, or by telephone at (888) 827-7275.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking and Cautionary Statements
This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, as amended, based on the Company’s current expectations, estimates and projections about its operations, industry, financial condition, performance, results of operations, and liquidity. Forward-looking statements are statements other than historical information or statements of current condition and include statements regarding the expected gross proceeds from the offering; the anticipated use of proceeds from the offering. Statements containing words such as "may," "believes," "anticipates," "expects," "intends," "plans," "projects," "estimates," "should," "could," "will," "designed to," "projections," or "business outlook," or other similar expressions constitute forward-looking statements.