01—Abstract
Summary
Summary of the 8-K filed March 22, 2024. Cited figures are marked; the original filing is the authoritative source.
Super Micro Computer, Inc. entered into an underwriting agreement dated March 19, 2024 with Goldman Sachs & Co. LLC for an underwritten public offering of 2,000,000 shares of its common stock, par value $0.001a per share, at a public offering price of $875.00 per share.
The Company also granted the Underwriter an option to purchase up to an additional 300,000 shares at the public offering price less underwriting discounts and commissions, exercisable within a 30-day period. The offering was made under an automatically effective Form S-3 shelf registration statement filed March 19, 2024 (File No. 333-278048) and a final prospectus filed March 20, 2024. On March 22, 2024, the offering closed and the Company sold and issued 2,000,000 shares of common stock.
The Company received net proceeds of approximately $1.73 billionb after underwriting discounts, commissions and estimated offering expenses. The filing does not state how the proceeds will be used.
The agreement contains customary representations, warranties, covenants, closing conditions, indemnification obligations and termination provisions. DLA Piper LLP (US) provided a legality opinion on the shares, filed as Exhibit 5.1, and the underwriting agreement is filed as Exhibit 1.1.
02—Key points
Key Highlights
- Offering size: 2,000,000 firm shares of common stock priced at $875.00 per share, with an underwriter option for up to 300,000 additional shares exercisable within 30 days.
- Underwriter: Goldman Sachs & Co. LLC, under an underwriting agreement dated March 19, 2024.
- Registration: Sold under an automatically effective Form S-3 shelf registration statement (File No. 333-278048) filed March 19, 2024, with a final prospectus filed March 20, 2024.
- Closing: The offering closed on March 22, 2024, with 2,000,000 shares of common stock sold and issued.
- Net proceeds: Approximately $1.73 billion after underwriting discounts, commissions and estimated offering expenses.
- Legal opinion: DLA Piper LLP (US) provided an opinion on the legality of the shares, filed as Exhibit 5.1.
03—Questions
Frequently Asked Questions
How many shares were sold in the offering and at what price?
The Company sold 2,000,000 shares of common stock at a public offering price of $875.00 per share. The underwriter also had an option to buy up to 300,000 additional shares within 30 days, but the filing does not state whether that option was exercised.
How much cash did the Company receive from the offering?
The Company received net proceeds of approximately $1.73 billion, after deducting underwriting discounts, commissions and estimated offering expenses payable by the Company.
Who underwrote the offering and under what registration?
Goldman Sachs & Co. LLC was the underwriter. The offering was made under an automatically effective Form S-3 shelf registration statement filed March 19, 2024 (File No. 333-278048), with a final prospectus filed March 20, 2024.
When did the offering close?
The offering closed on March 22, 2024, when the Company completed the sale and issuance of the 2,000,000 shares of common stock.
Does the agreement include any unusual terms?
The filing describes customary representations, warranties, covenants, closing conditions, indemnification obligations, including for liabilities under the Securities Act of 1933, and termination provisions. The filing does not describe any terms beyond these.
04—Continue