Super Micro Computer Announces $7B Financing Transactions

Super Micro Computer announced the pricing of its previously announced series of concurrent equity and equity-linked financing transactions. The gross proceeds of these offerings, together with potential gross proceeds of Supermicro's $1.25B at-the-market, or ATM, offering program for the sale of common stock over time, represent a total potential equity raise of $7B, inclusive of the underwriters' options to purchase additional shares and additional depositary shares for the common stock offering and the depositary shares offering, respectively. Supermicro priced concurrent underwritten public offerings of 45,454,545 shares of common stock at a public offering price of $27.50 per share and 75,000,000 depositary shares, each representing a 1/20th interest in a share of newly issued 7.0% series A mandatory convertible preferred stock at a public offering price of $50 per share. Supermicro has granted to the underwriters of each offering a 30-day option to purchase 6,818,181 additional shares of common stock and 11,250,000 additional depositary shares, respectively. The offering of common stock is expected to close on June 12 and the offering of depositary shares are expected to close on June 15, subject to customary closing conditions. The completion of the common stock offering will not be contingent on the completion of the depositary share offering, and the completion of the depositary share offering will not be contingent on the completion of the common stock offering. In addition to these underwritten offerings, the Company entered into a distribution agreement with J.P. Morgan, Goldman Sachs & Co. and Citigroup, as managers, pursuant to which the Company may offer and sell, from time to time its common stock up to a maximum aggregate offering amount of up to $1.25B. Such sales are not expected to commence until the third quarter of 2026, subject to market conditions and other factors. The net proceeds from the offering of common stock will be approximately $1.22B, after deducting underwriting discounts and estimated offering expenses payable by Supermicro. The net proceeds from the offering of depositary shares will be approximately $3.68B, after deducting underwriting discounts and estimated offering expenses payable by Supermicro. The Company intends to use a portion of the net proceeds from the offerings, together with proceeds from the ATM program, to fund the purchase of components to satisfy the approximately $39B of orders that the Company has received in recent weeks for its advanced AI servers, including its Data Center Building Block Solutions, from more than 20 customers, that the Company plans to fulfill in future quarters. The Company may also use a portion of the net proceeds from the offerings for other general corporate purposes, which may include repayment of debt, additions to working capital and capital expenditures.