Diodes Incorporated plans $325M convertible notes offering

Diodes Incorporated (Nasdaq: DIOD) announced plans to offer $325 million in aggregate principal amount of Convertible Senior Notes due 2031 in a private placement to qualified institutional buyers under Rule 144A of the Securities Act of 1933.

The company also intends to grant initial purchasers an option to buy up to an additional $50 million in notes during a 13-day window beginning on the date the notes are first issued.

The notes will mature on August 15, 2031, and will accrue interest payable semiannually. Upon conversion, Diodes will pay cash up to the aggregate principal amount and may settle any remaining conversion obligation in cash, common stock, or a combination of both, at the company's election. The interest rate, initial conversion rate, and other terms will be set at pricing.

Diodes said it plans to use a portion of the proceeds to fund capped call transactions intended to reduce potential dilution to existing shareholders, to repurchase up to $35 million of its common stock in privately negotiated transactions concurrent with pricing, and for general corporate purposes, including potential acquisitions.

In connection with the capped call transactions, option counterparties are expected to purchase Diodes common stock and enter into derivative transactions around the time of pricing, activity the company noted could influence the market price of its stock or the notes.

The notes and any shares issuable upon conversion have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption. The press release states the announcement does not constitute an offer to sell or a solicitation to buy the securities.

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