Goodwin's Capital Markets team advised the initial purchasers on a Rule 144A offering by Nova Ltd. (NASDAQ: NVMI) of its 0.00% convertible senior notes due 2030. The $750 million offering plus the full exercise of the initial purchasers' option to purchase $100 million of additional notes. The initial conversion price of the notes represents a premium of approximately 35.0% over the reference price of $237.16 per share. In connection with the offering, Nova and certain investment bank dealers entered into capped call transactions, which mitigate equity dilution and/or offset payments due upon conversion of the notes and effectively raise the conversion price of the notes to approximately $415.03 per share, a 75% premium over the reference price. Goodwin also advised the investment bank dealers on the capped call transactions.
Nova is a leading innovator and key provider of material, optical and chemical solutions for advanced metrology and process control in semiconductor manufacturing.
Goodwin's product team consisted of Jim Barri, John Servidio, Kim de Glossop, Christian Fan and Jason Wu. The corporate team consisted of Audrey Leigh, Jonathan Burr and Austin Church. Dan Karelitz and Garrett Gaughan provided tax advice.
For more information, please see Nova's pricing press release for the offering.