Fermi completed a $431.25 million offering of 5.00% convertible senior notes due 2031, yielding approximately $416.81 million in net proceeds to support general corporate purposes. The notes, issued under an indenture, pay semiannual interest and are convertible at Fermi's election into cash, shares, or a combination, with maturity on July 15, 2031. To mitigate potential dilution and manage cash outlays on conversions, Fermi also entered into capped call transactions, including additional tranches following the option exercise by initial purchasers, with an initial cap price of $14.64 per share.
Agreement 1: Fermi Raises $431.25 Million Via 5.00% Convertible Notes Due 2031; Nets $416.81 Million
- Agreement type: Indenture governing 5.00% convertible senior notes due 2031
- Counterparty: U.S. Bank Trust Company
- Signed / Effective: Jul 14 2026 / same
- Duration / Termination: Until Jul 15 2031
- Reason: Raise capital and enhance financial flexibility
Agreement 2: Fermi Enters Capped Call to Mitigate Dilution on 2031 Converts; Initial Cap $14.64
- Agreement type: Capped call transactions related to convertible notes
- Counterparty: Option Counterparties
- Signed / Effective: Jul 09 2026 / same
- Duration / Termination: Through note maturity
- Reason: Reduce potential dilution and offset cash on conversions
Agreement 3: Fermi Expands Capped Call Following Greenshoe Exercise; Initial Cap $14.64
- Agreement type: Additional capped call transactions tied to upsized notes
- Counterparty: Option Counterparties
- Signed / Effective: Jul 14 2026 / same
- Duration / Termination: Through note maturity
- Reason: Maintain dilution protection after upsizing
Original SEC Filing:
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