Fermi Inc. plans $350M convertible notes offering due 2031

Fermi Inc. (NASDAQ: FRMI, LSE: FRMI) announced a proposed offering of $350 million in convertible senior notes due 2031, targeted at qualified institutional buyers under Rule 144A of the Securities Act of 1933.

The Dallas-based company, operating as Fermi America, also expects to grant initial purchasers an option to buy up to an additional $52.5 million in notes, exercisable within 13 days of the initial issuance date.

The notes will mature on July 15, 2031, unless earlier converted, redeemed, or repurchased. Interest will be payable semi-annually. The notes may be converted into cash, common stock, or a combination of both, at the company's election. The interest rate, initial conversion rate, and other final terms will be set at pricing.

Fermi intends to use a portion of the net proceeds to fund privately negotiated capped call transactions designed to reduce potential dilution to common stockholders upon conversion. The remainder of the proceeds will be directed toward general corporate purposes.

In connection with the offering, the company expects Option Counterparties to enter into derivative transactions or purchase shares of Fermi's common stock around the time of pricing to establish initial hedges. The company noted this activity could influence the market price of its common stock or the notes.

The notes will be senior, unsecured obligations, ranking equally with the company's other unsecured, unsubordinated liabilities, and structurally junior to the indebtedness of its subsidiaries.

The securities have not been registered under the Securities Act and may not be offered or sold in the United States absent an applicable exemption from registration requirements. This announcement is based on a press release from Fermi Inc.

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