Nova prices $650 million convertible debt offering

Nova (NASDAQ: NVMI) announced the pricing of $650 million in convertible senior notes due 2030 in a private offering to qualified institutional buyers. The semiconductor metrology company increased the offering size from the previously announced $500 million.

The notes carry a 0% interest rate and mature on September 15, 2030. The company granted initial purchasers an option to buy an additional $100 million of notes within 13 days of issuance. The sale is expected to settle on September 5, 2025.

The convertible notes have an initial conversion rate of 3.1234 ordinary shares per $1,000 principal amount, equivalent to a conversion price of approximately $320.16 per share. This represents a 35% premium to Nova's closing price of $237.16 on September 2, 2025.

Nova may redeem the notes at any time after September 20, 2028, if its share price reaches at least 130% of the conversion price for a specified period. Holders can require the company to repurchase their notes upon a fundamental change at 100% of principal amount.

The company entered into capped call transactions with initial purchasers to reduce potential dilution from conversions. The cap price is set at $415.03 per share, representing a 75% premium to the September 2 closing price.

Nova estimates net proceeds of approximately $631.5 million, or $729 million if the additional purchase option is exercised. The company plans to use $44.9 million for capped call transaction costs, with remaining proceeds designated for general corporate purposes including potential acquisitions and product development.

The notes rank as senior unsecured obligations and were offered under Rule 144A of the Securities Act to qualified institutional buyers only.

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