Tempus AI, Inc. has completed a private offering of $460 million in aggregate principal amount of 0.00% Convertible Senior Notes due 2032. This amount includes the full exercise of a $60 million option by the initial purchasers. The company received net proceeds of approximately $441.9 million from the sale.
Key Details
- Offering Terms: The unsecured notes mature on May 15, 2032, and will not bear regular interest. The initial conversion price is approximately $69.26 per share, a 40% premium to the stock price on May 7, 2026.
- Use of Proceeds: Net proceeds of approximately $441.9 million were used to repay $307.7 million of outstanding loans under its senior secured credit facilities, pay $31.2 million for related capped call transactions, with the remainder for general corporate purposes.
- Debt Refinancing: In connection with the offering, the company fully repaid and terminated its Credit Agreement dated September 22, 2022.
- Capped Call Transactions: Tempus AI entered into capped call transactions, which are expected to reduce potential stock dilution upon conversion of the notes, with a cap price of $98.94 per share.