The Firm represented Onto Innovation Inc. (“Onto Innovation”) in connection with its offering of $1.5 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2031, which amount includes the full exercise of the initial purchasers’ option to purchase additional notes. In addition, the Firm represented Onto Innovation in connection with capped call transactions entered into with one or more financial institutions, including one or more of the initial purchasers and/or their respective affiliates concurrently with the Notes offering.
Onto Innovation intends to use the net proceeds from the Notes offering (i) to fund the cost of entering into the capped call transactions; (ii) to repurchase shares of its common stock concurrently with the pricing of the offering in privately negotiated transactions effected with or through one of the initial purchasers or one or more of its affiliates; and (iii) the remaining net proceeds for general corporate purposes, which may include financing the previously announced acquisition of 27% of the issued and outstanding shares of the common stock of Rigaku Holdings Corporation.
Onto Innovation is a leader in process control, combining global scale with an expanded portfolio of leading-edge technologies that includes un-patterned wafer quality, 3D metrology spanning chip features from nanometer scale transistors to large die interconnects, macro defect inspection of wafers and packages, metal interconnect composition, factory analytics, and lithography for advanced semiconductor packaging.
The Simpson Thacher team included Sunny Cheong, Lia Toback, Ryan Poché, Andrene Loiten and Gulfam Dhillon (Capital Markets); Jonathan Lindabury, Marc Langer and Ruben Aguirre (Derivatives); Jonathan Cantor, Edward Grais and Jemma Li (Tax); Erica Rozow and George Gerstein (ECEB); Mike Isby (Environmental); Caroline Geiger and Anthony Tran (Intellectual Property); and Katherine Reaves, Elizabeth Kates, Sally Jo and Anilya Krishnan (Banking and Credit).