30 June 2020
II-VI announces public offerings to raise $750m
Engineered materials and optoelectronic component maker II-VI Inc of Saxonburg, PA, USA has commenced concurrent underwritten public offerings of $350m of newly issued shares of its common stock and $400m liquidation preference of a newly established Series A mandatory convertible preferred stock.
In addition, II-VI expects to grant the underwriters of the offerings a 30-day option to purchase up to an additional (i) $52.5m of shares of its common stock at the applicable public offering price, and (ii) $60m liquidation preference of its Series A mandatory convertible preferred stock at the applicable public offering price (minus underwriting discounts and commissions, in both cases), solely to cover over-allotments.
Completion of neither the common stock offering nor the preferred stock offering is contingent on completion of the other.
The offerings are subject to market and other conditions, and there can be no assurance as to whether or when either or both of the offerings may be completed, or as to the actual size or terms of either of the offerings.
Unless earlier converted, each share of Series A mandatory convertible preferred stock will automatically convert into a variable number of shares of II-VI’s common stock on 1 July 2023 (subject to postponement in certain limited circumstances). The conversion terms, dividend rate and the other terms of the Series A mandatory convertible preferred stock will be determined at the time of pricing of the preferred stock offering.
BofA Securities, J.P. Morgan and Citigroup are acting as joint book-running managers for each offering.
II-VI expects to use up to $714.6m of the net proceeds from these offerings and/or cash on hand to repay borrowings (including accrued interest) under its existing credit agreement, and to use the remainder of net proceeds (if any) to develop, enhance, invest in or acquire related, emerging or complementary technologies, products or businesses and for other general corporate purposes.