Super Micro Computer, Inc. (“Supermicro” or the “Company”) (Nasdaq: SMCI), today announced the pricing of its previously announced underwritten public offering of 2,100,700 shares of its common stock, which includes 100,700 shares offered by certain selling stockholders, at a public offering price of $262.00 per share. Additionally, the Company has granted the underwriters a 30-day option to purchase up to an additional 315,105 shares of common stock at the public offering price, less underwriting discounts and commissions. The gross proceeds to Supermicro are expected to be $524 million before deducting underwriting discounts, commissions and estimated offering expenses, and assuming no exercise of the underwriters’ option to purchase additional shares. The offering is expected to close on or about December 5, 2023, subject to customary closing conditions.
The Company currently intends to use the proceeds from the offering to support its operations, including for working capital needs, manufacturing capacity expansion and increased R&D investments.
J.P. Morgan, BofA Securities and Goldman Sachs & Co. LLC are acting as lead book-running managers for the offering. Wells Fargo Securities, Barclays, UBS Investment Bank, BMO Capital Markets, KeyBanc Capital Markets, Needham & Company and Piper Sandler are acting as joint bookrunners. CJS Securities, Loop Capital Markets, Northland Capital Markets, Rosenblatt Securities and ING are acting as co-managers.
The offering is being made pursuant to an effective registration statement on Form S-3 that was filed with the Securities and Exchange Commission (the “SEC”) on November 30, 2023. A final prospectus relating to the offering will be filed with the SEC and may be obtained, when available, by contacting J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, (Tel: +1 866 803 9204); BofA Securities Inc., Attn: Prospectus Department, NC1-022-02-25, 201 North Tryon Street, Charlotte NC 28255-0001, or by email at dg.prospectus_requests@bofa.com; or Goldman Sachs & Co. LLC, 200 West Street, New York, NY 10282, Attention: Prospectus Department, by telephone at (866) 471-2526 or by emailing prospectus-ny@ny.email.gs.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Super Micro Computer, Inc.
Supermicro (NASDAQ: SMCI) is a global leader in Application-Optimized Total IT Solutions. Founded and operating in San Jose, California, Supermicro is committed to delivering first to market innovation for Enterprise, Cloud, AI and 5G Telco/Edge IT Infrastructure. We are transforming to being a Total IT Solutions provider with server, AI, storage, IoT and switch systems, software and services while continuing to deliver advanced high-volume motherboard, power and chassis products. The products are designed and manufactured in-house (in US, Taiwan and Netherlands) leveraging global operations for scale and efficiency and optimized to improve TCO and reduce environmental impact (Green Computing). The award-winning portfolio of Server Building Block Solutions® allows customers to optimize for their exact workload and application by selecting from a broad family of systems built from our flexible and reusable building blocks that support a comprehensive set of form factors, processors, memory, GPUs, storage, networking, power and cooling solutions (air conditioned, free air cooling or liquid cooling).
Forward-Looking Statements
Except for historical information, certain statements in this press release, including statements regarding the closing of the offering, are forward-looking in nature and are subject to risks, uncertainties and assumptions about Supermicro and its business, including, without limitation, risks and uncertainties related to market conditions and whether the proposed offering will be completed on the expected terms or at all. Such forward-looking statements involve substantial risks and uncertainties that relate to future events and the actual results could differ significantly from those expressed or implied by the forward-looking statements. Any forward-looking statements are based on Supermicro’s current expectations, estimates and assumptions regarding future events and are applicable only as of the dates of such statements. Supermicro makes no commitment to revise or update any forward-looking statements in order to reflect events or circumstances that may change, except as required by law. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to Supermicro’s business in general, please refer to the “Risk Factors” section in Supermicro’s automatically effective shelf registration statement on Form S-3 filed with SEC on November 30, 2023 and the documents incorporated by reference therein, including its Annual Report on Form 10-K filed with the SEC on August 28, 2023 and its Quarterly Report on Form 10-Q filed with the SEC on November 3, 2023.
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