Winnebago Industries intends to offer – subject to market conditions and other factors – $270 million in aggregate principal amount of convertible senior notes due 2025 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
In connection with the offering, Winnebago expects to grant the initial purchasers a 30-day option to purchase up to an additional $30 million in aggregate principal amount of notes.
Final terms of the notes, including the initial conversion price, interest rate and certain other terms of the notes will be determined at the time of pricing. The notes will bear interest semi-annually and will mature on April 1, 2025, unless repurchased or converted in accordance with their terms prior to such date.
Before Oct. 1, 2024, the notes will be convertible only upon satisfaction of certain conditions and during certain periods, and on and after Oct. 1, 2024, at any time until the close of business on the second scheduled trading day immediately before the maturity date.
The company intends to use a portion of the net proceeds from the offering to fund the cost of entering into the convertible note hedge transactions. Winnebago intends to use the remainder of the net proceeds from the offering to fund the purchase price for the previously announced acquisition of Newmar Corp., to pay related fees and expenses related thereto and in the event that the Newmar acquisition does not close, for general corporate purposes (which may include future acquisitions).