| | | Cohu announces a Convertable Senior Note Offering for 200 million due in 2031
Could the entry into HBM memory testing require onshoring a facility that would put them imto the OSAT business?
For a company that hates debt, this is a highly unusual event. Whatever has a price tag of 230 million would have to be a huge move into a new product line.
I tried to make a premarket purchase in light of the 3.00 plus declinenand had to call schwab for help in the order.
One last wild buy of 500 shares at a price of 19.51.
Hoping there is good news to be had with this overreaction the the news.
I'm now completely done buying Cohu.
Cohu Announces Offering of Convertible Senior Notes
September 23, 2025
PDF Version
- Opportunistic capital raise with proceeds used to enhance strategic flexibility
- A portion of the proceeds to be used to purchase capped calls intended to offset any share dilution until at least a targeted 100% premium to the last reported sale price of Cohu’s common stock on the date of pricing
POWAY, Calif.--(BUSINESS WIRE)--Sep. 23, 2025-- Cohu, Inc. (NASDAQ: COHU) (“Cohu” or the “Company,” “we” or “our”), a global supplier of equipment and services optimizing semiconductor manufacturing yield and productivity, today announced that it intends to offer, subject to market and other conditions, $200.0 million aggregate principal amount of convertible senior notes due 2031 (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”). Cohu also expects to grant to the initial purchasers of the Notes an option to purchase up to an additional $30.0 million aggregate principal amount of the Notes, for settlement by (and including) October 3, 2025.
The Notes
The Notes will be Cohu’s senior unsecured obligations. The Notes will mature on January 15, 2031, unless earlier converted, redeemed or repurchased. Prior to October 15, 2030, 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, Cohu will satisfy its conversion obligations by paying cash up to the aggregate principal amount of the Notes to be converted and 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, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the Notes being converted. The interest rate, the initial conversion rate and the other terms of the Notes will be determined upon pricing of the offering.
Cohu intends to use the net proceeds from this offering (i) to pay the cost of the capped call transactions described below and (ii) for general corporate purposes.
If the option expected to be granted to the initial purchasers to purchase additional Notes is exercised, Cohu intends to use a portion of the net proceeds from the sale of such additional Notes to enter into additional capped call transactions and any remaining net proceeds for general corporate purposes.
Capped Call Transactions
In connection with the offering, Cohu expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers of the Notes or their respective affiliates and/or other financial institutions (the “option counterparties”). The capped call transactions will cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of shares of Cohu’s common stock initially underlying the Notes. The capped call transactions are generally expected to reduce the potential dilution to Cohu’s common stock upon any conversion of the Notes and/or offset any potential cash payments Cohu is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. If the initial purchasers exercise their option to purchase additional notes, Cohu expects to enter into additional capped call transactions with the option counterparties.
In connection with establishing their initial hedges of the capped call transactions, Cohu expects the option counterparties or their respective affiliates to enter into various derivative transactions with respect to Cohu’s common stock and/or purchase shares of Cohu’s common stock concurrently with or shortly after the pricing of the Notes, including with, or from, as the case may be, certain investors in the Notes. This activity could increase (or reduce the size of any decrease in) the market price of Cohu’s common stock or the Notes at that time.
In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Cohu’s common stock and/or purchasing or selling Cohu’s common stock or other securities of Cohu in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are likely to do so during the observation period related to a conversion of the Notes, in connection with any fundamental change repurchase or redemption of the Notes and, to the extent Cohu unwinds a corresponding portion of the capped call transactions, following any other repurchase of the Notes). This activity could also cause or avoid an increase or a decrease in the market price of Cohu’s common stock or the Notes, which could affect a noteholder’s ability to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of Notes, it could affect the amount and value of the consideration that noteholders will receive upon conversion of the Notes.
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 Cohu’s 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 Cohu’s common stock, nor shall there be any offer, solicitation or sale of any Notes or any such shares of Cohu’s common stock in any jurisdiction in which such offer, solicitation or sale would be unlawful.
What a lot of gobbilygook boiler plate eh?
Bob |
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