Astronics Corporation Announces Plans To Offer $210M In Convertible Senior Notes Due 2031 In A Private Offering. Company May Also Grant Initial Purchasers An Option To Buy An Additional $15M In Notes Within 13 Days Of Issuance

Author: Benzinga Newsdesk | September 09, 2025 03:16pm

• Opportunistic partial refinancing of outstanding 2030 notes
• A portion of the proceeds to be used to purchase capped calls intended to offset any share dilution until at least a targeted 90% premium to the volume-weighted average price of Astronics' common stock on the date of pricing

Astronics Corporation (NASDAQ:ATRO), ("Astronics" or the "Company," "we" or "our"), today announced that it intends to offer, subject to market and other conditions, $210.0 million aggregate principal amount of convertible senior notes due 2031 (the "Notes") in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). Astronics also expects to grant to the initial purchasers of the Notes an option to purchase up to an additional $15.0 million aggregate principal amount of the Notes, for settlement within a 13-day period beginning on, and including, the first date on which the Notes are issued.

The Notes

The Notes will be Astronics' senior unsecured obligations. The Notes will mature on January 15, 2031, unless earlier converted, redeemed or repurchased. Prior to October 15, 2030, the Notes will be convertible only upon satisfaction of certain conditions and during certain periods, and, thereafter, the Notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, Astronics will satisfy its conversion obligations by paying cash up to the aggregate principal amount of the Notes to be converted and paying and/or delivering, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, in respect of the remainder, if any, of its conversion obligation in excess of the aggregate principal amount of the Notes being converted. The interest rate, the initial conversion rate and the other terms of the Notes will be determined upon pricing of the offering.

Astronics intends to use the net proceeds from this offering (i) to pay the cost of the capped call transactions described below and (ii) together with borrowings under its ABL Revolving Credit Facility, to repurchase for cash a portion of its outstanding 5.500% Convertible Senior Notes due 2030 (the "2030 notes") as described below.

If the option expected to be granted to the initial purchasers to purchase additional Notes is exercised, Astronics intends to use a portion of the net proceeds from the sale of such additional Notes to enter into additional capped call transactions and any remaining net proceeds for general corporate purposes, including the repayment of borrowings under its ABL Revolving Credit Facility.

Posted In: ATRO