Semtech Announces Proposed Public Offering of Common Stock

Rhea-AI Summary

Semtech (SMTC) has announced a proposed underwritten public offering of $400 million worth of common stock shares. The company will grant underwriters a 30-day option to purchase up to an additional $60 million of shares at the public offering price, less underwriting discounts and commissions.

The semiconductor and IoT systems provider plans to use the net proceeds to repay certain indebtedness under its Third Amended and Restated Credit Agreement from September 26, 2022, with JPMorgan Chase Bank acting as administrative agent. Morgan Stanley and UBS Investment Bank are serving as joint book-running managers for the offering.

Positive

• Potential debt reduction through $400 million capital raise
• Additional $60 million possible through underwriters' option

Negative

• Significant shareholder dilution through $400 million stock offering
• Additional dilution potential of $60 million through underwriters' option

Insights

Financial Analyst

This $400 million common stock offering represents a significant capital raise for Semtech, with potential to reach $460 million if the underwriters exercise their option. The primary purpose is debt reduction, specifically targeting the 2022 credit agreement with JPMorgan Chase. This move could substantially improve the company's balance sheet by reducing leverage and interest expenses.

The timing and structure of this equity raise suggests management is taking proactive steps to address debt obligations, though it will result in dilution for existing shareholders. Morgan Stanley and UBS's involvement as joint book-runners adds credibility to the offering. The automatic effectiveness of the shelf registration indicates the SEC's standard review process was satisfied, allowing for quick market execution.

Market reaction will likely focus on the dilutive impact versus the benefits of a stronger balance sheet. The success of the offering will depend on market conditions and investor appetite for semiconductor stocks.

Market Research Analyst

The semiconductor industry context makes this offering particularly noteworthy. With recent market optimism around AI and chip demand, Semtech's timing could be strategic. The company's position in high-performance semiconductors and IoT systems aligns with current market trends, potentially supporting investor interest despite the dilutive nature of the offering.

However, this capital raise signals potential concerns about the company's debt load and could indicate management's view that organic cash flow might not be sufficient for near-term debt service. The market's reception will likely be mixed - while debt reduction is positive, the dilution impact at current market cap levels is significant.

CAMARILLO, Calif.--(BUSINESS WIRE)-- Semtech Corporation (Nasdaq: SMTC), a high-performance semiconductor, IoT systems and cloud connectivity service provider (“Semtech” or “Company”), today announced a proposed underwritten public offering, subject to market conditions, to sell $400 million of shares of its common stock. The Company intends to grant the underwriters a 30-day option to purchase up to an additional $60 million of shares of its common stock to be sold in the proposed offering, at the public offering price per share, less underwriting discounts and commissions.

The Company intends to use the net proceeds from the proposed offering for the repayment of certain indebtedness under the Company’s Third Amended and Restated Credit Agreement, dated September 26, 2022, with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent.

Morgan Stanley and UBS Investment Bank are acting as joint book-running managers for the offering.

A shelf registration statement relating to the offered securities was filed with the Securities and Exchange Commission (“SEC”) on December 4, 2024, and automatically became effective upon filing. The proposed offering will be made only by means of a prospectus supplement to the accompanying prospectus included in the registration statement. A preliminary prospectus supplement and accompanying prospectus relating to the offering has been or will be filed with the SEC on its website, located at www.sec.gov. Before you invest, you should read the preliminary prospectus supplement and the accompanying prospectus in that registration statement and other documents filed with the SEC for more information about Semtech and this offering. Copies of the prospectus supplement and accompanying prospectus related to the offering may also be obtained from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, or by telephone at (866) 718-1649, or by e-mail at prospectus@morganstanley.com; or UBS Securities LLC, Attention: Prospectus Department, 1285 Avenue of the Americas, New York, NY 10019, or by telephone at (888) 827-7275.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking and Cautionary Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, as amended, based on the Company’s current expectations, estimates and projections about its operations, industry, financial condition, performance, results of operations, and liquidity. Forward-looking statements are statements other than historical information or statements of current condition and include statements regarding the Company’s plans and timing for the proposed offering; the size of the proposed offering; and the anticipated use of proceeds from the proposed offering. Statements containing words such as “may,” “believes,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “estimates,” “should,” “could,” “will,” “designed to,” “projections,” or “business outlook,” or other similar expressions constitute forward-looking statements.

Forward-looking statements involve known and unknown risks and uncertainties that could cause actual results and events to differ materially from those projected. Potential factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: the Company’s ability to consummate the proposed public offering in a timely manner if at all; the Company’s ability to comply with, or pursue business strategies due to the covenants under the agreements governing its indebtedness; the Company’s ability to forecast and achieve anticipated net sales and earnings estimates in light of periodic economic uncertainty; downturns in the business cycle; and decreasing average selling prices of the Company’s products. Additionally, forward-looking statements should be considered in conjunction with the cautionary statements contained in the risk factors disclosed in the Company’s filings with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2024, which was filed with the SEC on March 28, 2024, as such risk factors may be amended, supplemented or superseded from time to time by subsequent reports the Company files with the SEC. There may be other factors not presently known to the Company or which it currently considers to be immaterial that could cause the Company’s actual results to differ materially from those projected in any forward-looking statements the Company makes. In light of the significant risks and uncertainties inherent in the forward-looking information included herein that may cause actual performance and results to differ materially from those predicted, any such forward-looking information should not be regarded as representations or guarantees by the Company of future performance or results, or that its objectives or plans will be achieved or that any of its operating expectations or financial forecasts will be realized. Reported results should not be considered an indication of future performance. Investors are cautioned not to place undue reliance on any forward-looking information contained herein, which reflect management’s analysis only as of the date hereof. Except as required by law, the Company assumes no obligation to publicly release the results of any update or revision to any forward-looking statements that may be made to reflect new information, events or circumstances after the date hereof or to reflect the occurrence of unanticipated or future events, or otherwise.

Semtech and the Semtech logo are registered trademarks or service marks of Semtech Corporation or its subsidiaries.
SMTC-F

View source version on businesswire.com: https://www.businesswire.com/news/home/20241204297179/en/

Sara Kesten

Semtech Corporation

(805) 480-2004

webir@semtech.com

Source: Semtech Corporation

FAQ

How much is Semtech's (SMTC) proposed public stock offering worth?

Semtech's proposed public stock offering is worth $400 million, with an additional $60 million option granted to underwriters.

What will Semtech (SMTC) use the stock offering proceeds for?

Semtech will use the net proceeds to repay certain indebtedness under its Third Amended and Restated Credit Agreement from September 26, 2022.

Who are the book-running managers for Semtech's (SMTC) 2024 stock offering?

Morgan Stanley and UBS Investment Bank are acting as joint book-running managers for the offering.