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Danimer Scientific, Inc. (NYSE code:NMR) (“Danimer” or “Company”) is a leading next-generation bioplastics company focusing on the development and production of biodegradable materials. Today, it announced its issuance of 2026 with a total principal amount of US$200,000,000 and a total principal amount of 3.250%. The pricing “notes”) of convertible senior notes maturing in one year are issued to private individuals who are reasonably considered qualified institutional buyers under Rule 144A of the Securities Act of 1933 (as amended) (the “Securities Act”). On sale. The size of the issuance has increased from the previously announced total note principal of US$175,000,000. According to customary closing conditions, the issuance and sales of the notes are scheduled to be settled on December 21, 2021. Danimer also grants the initial purchaser of the note to purchase the option to settle the total principal amount of the note up to US$40,000,000 within 13 days from the date of initial issuance of the note (including the date of initial issuance of the note).
These notes will be Danimer’s senior unsecured debt, with an annual interest rate of 3.250%, payable semi-annually, starting on June 15, 2022, and maturing on June 15 and December 15 each year. December 15, 2026, unless repurchased, redeemed or converted in advance. Before June 15, 2026, note holders have the right to convert their notes only when certain events occur. From June 15, 2026 and after, note holders can switch their notes at any time they choose, until the market closes on the second scheduled trading day immediately before the date. Danimer will settle the conversion by paying or delivering (if applicable) cash, Class A common shares (“common shares”) with a par value of US$0.0001 per share (“common shares”) or a combination of cash and common shares, at Danimer’s option. The initial conversion rate is There are 92.7085 common shares for every $1,000 principal note, which represents an initial conversion price of approximately $10.79 per common share. The initial conversion price represents a premium of approximately 27.5% over the last reported sales price of $8.46 per share of Danimer’s common stock on December 16, 2021. The conversion rate and conversion price will be adjusted based on the occurrence of certain events.
Danimer can choose to redeem all or part of the notes (subject to certain restrictions) in cash at any time and from time to time on or after December 20, 2024 and before the 40th scheduled trading day, provided that Danimer is ordinary The last reported selling price per share of the shares exceeds 130% of the conversion price within a certain period of time and meets certain liquidity conditions. The redemption price will be equal to the principal of the note to be redeemed, plus the accrued and unpaid interest (if any) up to the redemption date (but not including the redemption date).
If “fundamental changes” (as defined in the contract in the notes, but including but not limited to changes in certain control transactions, such as certain mergers, the sale of all or almost all of the company’s and its subsidiaries’ assets, as a whole, or One person or group of people obtains the beneficial ownership of the majority of the voting rights of the company’s common stock, the company’s shareholders approve the company’s liquidation or dissolution, or our common stock ceases to be listed on the New York Stock Exchange, NASDAQ Capital Market, NASDAQ Global Market Or Nasdaq Global Select Market) occurs, and then, unless described in the contract, the note holders may require Danimer to buy back their notes in cash. The repurchase price will be equal to the principal of the note to be repurchased, plus accrued and unpaid interest (if any), applicable to but not including applicable repurchase…
The full story can be found on Benzinga.com
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