Super Micro Computer Inks New Financial Obligation, Unregistered Equity Sale

TL;DR

**SMCI just took on new debt and sold some shares privately, signaling potential growth moves.**

AI Summary

Super Micro Computer, Inc. entered into a material definitive agreement on February 22, 2024, involving the creation of a direct financial obligation and unregistered sales of equity securities. This 8-K filing, dated February 28, 2024, reports these events, which include a new financial obligation and the issuance of equity without public registration. The company's business address is 980 Rock Avenue, San Jose, California.

Why It Matters

This filing indicates Super Micro Computer is securing new financing and potentially expanding its capital base through private equity placements, which could impact its financial structure and future growth prospects.

Risk Assessment

Risk Level: medium — The creation of a direct financial obligation increases the company's debt, while unregistered sales of equity can dilute existing shareholders if not managed effectively.

Key Players & Entities

• Super Micro Computer, Inc. (company) — Registrant
• February 22, 2024 (date) — Date of earliest event reported
• February 28, 2024 (date) — Filing date
• 980 Rock Avenue, San Jose, California 95131 (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value SMCI The NASDAQ Global Select
• $1.725 billion — pleted its previously announced sale of $1.725 billion in aggregate principal amount of 0.00%
• $225.0 million — (the " Convertible Notes "), including $225.0 million in aggregate principal amount of 0.00%
• $1.70 billion — eeds from the offering of approximately $1.70 billion. The Company used approximately $142.1
• $142.1 million — billion. The Company used approximately $142.1 million of the net proceeds to fund the cost of
• $1,000 — eriod ") in which the trading price per $1,000 principal amount of notes for each trad
• $1,341.38 — to a conversion price of approximately $1,341.38 per share of common stock. The conversi
• $100.0 million — nding Convertible Notes unless at least $100.0 million aggregate principal amount of Convertib
• $50.0 million — btedness for money borrowed of at least $50.0 million (or its foreign currency equivalent) in
• $1,951.04 — e Capped Call Transactions is initially $1,951.04 per share of common stock, representing
• $975.52 — % above the last reported sale price of $975.52 per share of common stock on February 2

Filing Documents

• smci-20240222.htm (8-K) — 55KB
• smci-indentureconformedver.htm (EX-4.1) — 921KB
• smci-cappedcallconfirmxcon.htm (EX-10.1) — 271KB
• image_0.jpg (GRAPHIC) — 1KB
• image_1.jpg (GRAPHIC) — 2KB
• image_2.jpg (GRAPHIC) — 2KB
• image_3.jpg (GRAPHIC) — 2KB
• image_4.jpg (GRAPHIC) — 1KB
• image_5.jpg (GRAPHIC) — 2KB
• 0001375365-24-000017.txt ( ) — 1577KB
• smci-20240222.xsd (EX-101.SCH) — 2KB
• smci-20240222_lab.xml (EX-101.LAB) — 24KB
• smci-20240222_pre.xml (EX-101.PRE) — 12KB
• smci-20240222_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Indenture On February 27, 2024, Super Micro Computer, Inc. (the " Company ," " we ," " us " or " our ") completed its previously announced sale of $1.725 billion in aggregate principal amount of 0.00% Convertible Senior Notes due 2029 (the " Convertible Notes "), including $225.0 million in aggregate principal amount of 0.00% Convertible Senior Notes due 2029 purchased pursuant to the exercise by the initial purchasers of the Convertible Notes (the " Initial Purchasers ") of the option (the " Notes Option ") to purchase additional Convertible Notes, in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the " Securities Act "). The Convertible Notes were issued under an indenture, dated as of February 27, 2024, (the " Indenture ") between the Company and U.S. Bank Trust Company, National Association, as trustee (the " Trustee "). The Company offered and sold the Convertible Notes in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Initial Purchasers resold the Convertible Notes to persons whom the Initial Purchasers reasonably believe are "qualified institutional buyers" pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The offer and sale of the Convertible Notes and the shares of common stock issuable upon conversion of the Convertible Notes have not been registered under the Securities Act, or the securities laws of any other jurisdiction, and the Convertible Notes and such shares may not be offered or sold absent registration or an applicable exemption from registration requirements, or in a transaction not subject to, such registration requirements. The Company received net proceeds from the offering of approximately $1.70 billion. The Company used approximately $142.1 million of the net proceeds to fund the cost of entering into the Capped Call

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information set forth in Item 1.01 above is incorporated herein by reference into this Item 3.02. Initially, a maximum of 1,768,125 shares of the Company's common stock may be issued upon conversion of the Notes, based on the initial maximum conversion rate of 1.0250 shares of common stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 4.1 Indenture, dated February 27, 2024 between Super Micro Computer, Inc. and U.S. Bank Trust Company, National Association, as trustee. 4.2 Form of Note, between Super Micro Computer, Inc. and U.S. Bank Trust Company, National Association, as trustee (included within Exhibit 4.1). 10.1 Form of [Base][Additional]Capped Call Confirmation. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SUPER MICRO COMPUTER, INC. Date: February 27, 2024 By: /s/ Charles Liang President, Chief Executive Officer and Chairman of the Board

View Full Filing

View this 8-K filing on SEC EDGAR