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Onto Innovation Announces Pricing of Upsized Private Offering of $1.3 Billion of 0.00% Convertible Senior Notes Due 2031

ONTO
  • Onto Innovation Inc. priced a private offering of $1.3 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2031, increasing the size from the previously announced $1.1 billion.
  • The company granted initial purchasers an option to buy an additional $200 million of Notes for settlement within 13 days of issuance.
  • The offering is expected to close on May 21, 2026, subject to customary conditions.
  • The Notes have an initial conversion price of approximately $381.80 per share, representing a 50.0% premium to the stock price on May 18, 2026.
  • Onto Innovation entered into capped call transactions with an initial cap price of $509.06 per share, representing a 100.0% premium to the stock price on May 18, 2026.
  • Net proceeds are estimated at approximately $1.274 billion, or $1.470 billion if the option to purchase additional Notes is exercised in full.
  • Approximately $77.1 million of net proceeds will fund the capped call transactions.
  • Approximately $205 million of net proceeds will be used to repurchase about 0.8 million shares at $254.53 per share.
  • Remaining proceeds will support general corporate purposes, potentially including the acquisition of 27% of Rigaku Holdings Corporation.
  • The Notes are senior unsecured obligations maturing on June 1, 2031, with no regular interest or accretion of principal.
  • Noteholders may convert Notes before March 1, 2031 only upon specific events, while conversion is permitted at any time from March 1, 2031, until maturity.
  • The initial conversion rate is 2.6192 shares of common stock per $1,000 principal amount of Notes.
  • Redemption is permitted at the company's option on or after June 6, 2029, if the stock price exceeds 130% of the conversion price for a specified period.
  • Noteholders may require repurchase upon a "fundamental change" as defined in the indenture.
  • Option counterparties may engage in hedging activities involving the company's stock or derivatives, which could impact market prices or conversion values.
  • The Notes were offered exclusively to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933.