WGO - Winnebago Industries Announces Proposed Private Offering of $300 Million of Convertible Senior Notes | Benzinga
EDEN PRAIRIE, Minn., Jan. 17, 2024 (GLOBE NEWSWIRE) -- Winnebago Industries, Inc. (NYSE:WGO) (the "Company"), a leading outdoor lifestyle product manufacturer, today announced its intention to offer, subject to market conditions and other factors, $300 million aggregate principal amount of convertible senior notes due 2030 (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"). In connection with the offering, the Company expects to grant the initial purchasers a 13 -day option to purchase up to an additional $45 million aggregate principal amount of notes.
Final terms of the notes, including the initial conversion price, interest rate and certain other terms of the notes will be determined at the time of pricing. The notes will bear interest semi-annually and will mature on January 15, 2030, unless repurchased, redeemed or converted in accordance with their terms prior to such date. Prior to July 15, 2029, the notes will be convertible only upon satisfaction of certain conditions and during certain periods, and on and after July 15, 2029, at any time until the close of business on the second scheduled trading day immediately before the maturity date.
The Company will settle conversions in cash and, if applicable, shares of its common stock, based on the applicable conversion rate(s). The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at the Company's option at any time, and from time to time, on or after January 15, 2028 and on or before the 40th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company's common stock exceeds 130% of the conversion price for a specified period of time. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Holders of the notes will have the right to require the Company to repurchase all or any portion of their notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of certain fundamental changes.
The Company intends to use a portion of the net proceeds from the offering to fund the cost of entering into the convertible note hedge transactions described below (after such cost is partially offset by the proceeds from entering into the warrant transactions described below). The Company expects to use a portion of the net proceeds from the offering to repurchase a portion of its outstanding 1.50% Convertible Senior Notes due 2025 (the "2025 Notes") concurrently with the pricing of the offering in privately negotiated transactions effected through one of the initial purchasers of the notes or its affiliate, as the Company's agent. The Company intends to use the remainder of the net proceeds from the offering for general corporate purposes. If the initial purchasers exercise their option to purchase additional notes, then the Company intends to use a portion of the additional net proceeds to fund the cost of entering into additional convertible note hedge transactions as described below (after such cost is partially offset by the proceeds from entering into the additional warrant transactions described below). Holders of the 2025 Notes that are repurchased in the concurrent repurchases described above may purchase shares of the Company's common stock in the open market to unwind any hedge positions they may have with respect to the 2025 Notes. These activities may affect the trading price of the Company's common stock and, if conducted concurrently with this offering, may result in a higher ...