Penguin Solutions, Inc. has issued $750 million in aggregate principal amount of 0.00% Convertible Senior Notes due 2031 in a private offering. The company expects to receive net proceeds of approximately $735.1 million, which will be used to repurchase existing debt, repay a credit facility, fund capped call transactions, and for general corporate purposes.

Key Details

  • Offering Size: The company issued $750 million of notes, which includes a $100 million option fully exercised by the initial purchasers.
  • Use of Proceeds: Net proceeds of approximately $735.1 million will be used to repurchase $135.5 million of its 2029 notes and $160.0 million of its 2030 notes, repay a $100 million credit facility, and pay $49.1 million for capped call transactions.
  • Note Terms: The notes mature on August 1, 2031, bear no regular interest, and have an initial conversion price of approximately $116.70 per share.
  • Dilution Management: The company entered into capped call transactions at a cost of $49.1 million to reduce potential shareholder dilution upon conversion of the notes. The cap price for these transactions is $175.05 per share.