AST SpaceMobile announces $500 million convertible notes offering

AST SpaceMobile Inc. (NASDAQ: ASTS) announced plans to offer $500 million in convertible senior notes due 2032 through a private placement to qualified institutional buyers. The company also intends to grant initial purchasers an option to purchase up to an additional $75 million in notes within 13 days of issuance.

The notes will be senior, unsecured obligations that accrue interest payable semiannually and mature on October 15, 2032, unless converted, redeemed or repurchased earlier. The notes will be convertible into cash, shares of the company's Class A common stock, or a combination thereof, at AST SpaceMobile's election.

AST SpaceMobile plans to use a portion of the net proceeds to pay for capped call transactions and the remainder for general corporate purposes. The capped call transactions are designed to reduce potential dilution to the company's Class A common stock upon conversion of the notes.

In a separate transaction, AST SpaceMobile announced its intention to offer Class A common stock in a registered direct offering. The company plans to use gross proceeds from this offering to repurchase up to $135 million of its existing 4.25% convertible senior notes due 2032.

The company expects to enter into privately negotiated transactions with holders of existing notes to repurchase up to $135 million principal amount for cash. The terms will depend on factors including the market price of AST SpaceMobile's Class A common stock and the trading price of existing notes at the time of repurchase.

AST SpaceMobile is developing what it describes as a space-based cellular broadband network designed to work with standard mobile devices. The completion of the convertible notes offering is not contingent on the completion of the registered direct offering or existing note repurchases.

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