Astronics Corporation Announces $150 Million Convertible Senior Notes Offering
25 November 2024 - 10:10PM
Business Wire
Astronics Corporation (NASDAQ: ATRO) (“Astronics” or the
“Company”) today announced that it intends to offer, subject to
market and other conditions, $150 million aggregate principal
amount of convertible senior notes due 2030 (the “Notes”) in a
private offering to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the “Securities Act”). Astronics also expects
to grant to the initial purchasers of the Notes an option to
purchase up to an additional $15 million aggregate principal amount
of the Notes, for settlement within a 13-day period beginning on,
and including, the first date on which the Notes are issued.
The Notes will be Astronics’ senior unsecured obligations. The
Notes will mature on March 15, 2030, unless earlier converted,
redeemed or repurchased. Prior to December 15, 2029, the Notes will
be convertible only upon satisfaction of certain conditions and
during certain periods, and, thereafter, the Notes will be
convertible at any time until the close of business on the second
scheduled trading day immediately preceding the maturity date. Upon
conversion, Astronics will satisfy its conversion obligations by
paying and/or delivering, as the case may be, cash, shares of its
common stock or a combination of cash and shares of its common
stock, at its election. The interest rate, the initial conversion
rate and the other terms of the Notes will be determined upon
pricing of the offering.
Astronics expects to use a portion of the net proceeds from the
offering to repay all outstanding borrowings under its term loan
facility. Astronics expects to use the remainder of the net
proceeds from the offering to fund the repayment of a portion of
its outstanding borrowings under its revolving credit facility and
to pay fees and expenses in connection with the offering.
The Notes will be offered to persons reasonably believed to be
qualified institutional buyers pursuant to Rule 144A under the
Securities Act. The offer and sale of the Notes and any shares of
Astronics’ common stock issuable upon conversion of the Notes have
not been registered under the Securities Act, or any state
securities law, and the Notes and any such shares may not be
offered or sold absent registration under, or pursuant to an
exemption from, or in a transaction not subject to, the Securities
Act and applicable state securities laws.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any securities, including the Notes
or any shares of Astronics’ common stock, nor shall there be any
offer, solicitation or sale of any Notes or any such shares of
Astronics’ common stock in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About Astronics
Astronics Corporation (NASDAQ: ATRO) serves the world’s
aerospace, defense and other mission-critical industries with
proven innovative technology solutions. Astronics works
side-by-side with customers, integrating its array of power,
connectivity, lighting, structures, interiors and test technologies
to solve complex challenges. For over 50 years, Astronics has
delivered creative, customer-focused solutions with exceptional
responsiveness. Today, global airframe manufacturers, airlines,
military branches, completion centers and Fortune 500 companies
rely on the collaborative spirit and innovation of Astronics.
Forward-Looking Statements
This press release contains statements that are “forward-looking
statements” within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. One can identify these forward-looking
statements by the use of the words “expect,” “anticipate,” “plan,”
“may,” “will,” “estimate,” “feeling” or other similar expressions
and include all statements with regard to the pricing and
completion, timing and size of the proposed offering, the intended
use of proceeds, and the terms of the Notes being offered. Because
such statements apply to future events, they are subject to risks
and uncertainties that could cause actual results to differ
materially from those contemplated by the statements. Important
factors that could cause actual results to differ materially from
what may be stated here include the trend in growth with passenger
power and connectivity on airplanes, the state of the aerospace and
defense industries, the market acceptance of newly developed
products, internal production capabilities, the timing of orders
received, the status of customer certification processes and
delivery schedules, the demand for and market acceptance of new or
existing aircraft which contain the Company’s products, the impact
of regulatory activity and public scrutiny on production rates of a
major U.S. aircraft manufacturer, the need for new and advanced
test and simulation equipment, customer preferences and
relationships, the effectiveness of the Company’s supply chain, and
other factors which are described in filings by Astronics with the
Securities and Exchange Commission. Except as required by
applicable law, the Company assumes no obligation to update
forward-looking information in this news release whether to reflect
changed assumptions, the occurrence of unanticipated events or
changes in future operating results, financial conditions or
prospects, or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20241125946182/en/
Company: David C. Burney Executive Vice President and CFO
invest@astronics.com +1.716.805.1599
Investor: Alliance Advisors IR Deborah K. Pawlowski
Senior Managing Director dpawlowski@allianceadvisors.com
+1.716.843.3908
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