Power-One, Inc. (NASDAQ: PWER) (the â€œCompanyâ€), a leading provider of power conversion and power management solutions, announced that it has agreed to a significant, privately issued minority investment by Silver Lake Sumeru, a leading investment fund focused on middle-market technology enterprises.
Silver Lake Sumeru will invest $60 million of new capital consisting of $23.6 million of convertible preferred stock, $36.4 million senior convertible notes due 2019, and 8.7 million warrants for Power-One common stock. The warrants will have an exercise price of $1.33 and expire in seven years. The preferred stock will pay quarterly dividends at a rate of 10% per year, and the notes will pay interest semi-annually at a rate of 6% per year the first year, 8% the second year and 10% thereafter. Both the preferred stock and the notes will be convertible into Power-One common stock at a conversion price of $1.35, which represents an approximate 42.1% premium over the closing price of Power-One common Stock on April 23, 2009 of $0.95 a share. The conversion price and exercise price for all instruments are subject to adjustment under certain circumstances.
Power-One anticipates that the net proceeds from the transaction, after deducting the estimated expenses, will be approximately $56 million. Power-One intends to use these proceeds to purchase certain 8% Notes from consenting bondholders as described below, to fund strategic initiatives, and to provide for working capital needs and general corporate purposes.
The terms of the transaction limit conversion or exercise into Power-One common stock if such action would increase Silver Lake Sumeruâ€™s voting or ownership percentage to more than 19.9%. In addition, Silver Lake Sumeru may not transfer any of the instruments for a period of 12 months after closing, subject to limited exceptions. The preferred stock and notes are redeemable by either Power-One or the holders after the fifth anniversary of issuance subject to certain conditions.
The preferred stock will have voting rights on an as-converted basis. Under the preferred stock provisions, two individuals nominated by Silver Lake Sumeru will be appointed to the Power-One Board of Directors in conjunctions with the closing of the transaction. Additionally, Silver Lake Sumeru will have the right to nominate one independent candidate to stand for election to the Power-One Board of Directors beginning at the 2010 annual meeting.
Power-One has announced that pursuant to private negotiations with two of its bondholders, it has obtained majority consent and will repurchase $21.75 million of outstanding bonds from these two bondholders upon the close of the transaction, allowing Power-One to modify certain covenants in the existing 8% Senior Secured Convertible Notes due 2013. These amendments will lower the minimum cash requirement to the lower of $20 million or 50% of outstanding 8% Senior Secured Convertible Notes due 2013, remove the minimum tangible net worth covenant; and loosen other restrictions that limit the total debt we may incur and our ability to secure new debt financing or execute our business strategy.
Power-One also announced that effective April 23, 2009, its existing Stockholder Rights Plan has been amended to reduce the ownership threshold to 4.9%.
The transaction is expected to close by May 8, 2009, subject to customary closing conditions.