Luminar Technologies, Inc. (OTC: LAZRQ) (the “Company” or “Luminar”), announced that it is commencing a tender offer (the “Asset Sale Offer”) to purchase for cash up to the maximum principal amount of its outstanding Floating Rate Senior Secured Notes due 2028 (the “Notes”) that may be purchased at a purchase price equal to the purchase price of 103% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon, including any applicable default interest (the “Total Consideration”), using an aggregate amount of cash of $89,350,000 (the “Asset Sale Offer Amount”). The Asset Sale Offer Amount is equal to the net proceeds received by the Company on February 2, 2026 from the sale of all of the issued and outstanding shares of common stock of its wholly-owned subsidiary, Luminar Semiconductor, Inc., a Delaware corporation (the “LSI Asset Sale”).
The Asset Sale Offer is being made pursuant to the requirements set forth in the indenture governing the Notes (the “Indenture”), which provides that within ten (10) business days of the aggregate amount of Excess Proceeds (as defined in the Indenture) exceeding $3,500,000, the Company will make an offer to purchase, prepay or redeem the maximum principal amount of Notes from each registered or beneficial holder of Notes (each, a “Holder”) that may be purchased out of the Excess Proceeds after taking into account in the calculation of such amount all accrued and unpaid interest on the Notes and the amount of all fees and expenses, including premiums, incurred in connection with such purchase, prepayment or redemption. The net proceeds received by the Company from the LSI Asset Sale are deemed to be “Excess Proceeds” under the Indenture.
The Asset Sale Offer will expire at 5:00 p.m., New York City time, on March 9, 2026, unless extended or the Asset Sale Offer is earlier terminated by the Company, in its sole discretion. If the aggregate Total Consideration for the Notes tendered pursuant to the Asset Sale Offer and accepted for purchase is in excess of the Asset Sale Offer Amount, the Company will purchase Notes having an aggregate Total Consideration equal to the Asset Sale Offer Amount on a pro rata basis from tendering Holders (subject to adjustment to maintain the authorized minimum denomination of the Notes), in accordance with the procedures of The Depository Trust Company. In the event that the aggregate Total Consideration for the Notes tendered pursuant to the Asset Sale Offer and accepted for purchase is less than the Asset Sale Offer Amount, the remaining Net Proceeds from the LSI Asset Sale will be used by the Company to make a separate asset sale offer to the holders of its outstanding second lien notes in accordance with, and subject to, the terms of the indenture governing such second lien notes.
The Asset Sale Offer is being made pursuant to an Offer to Purchase, dated the date hereof (the “Offer to Purchase”), which sets forth the complete terms and conditions of the Asset Sale Offer. The Asset Sale Offer is made only by and pursuant to the terms set forth in the Offer to Purchase, and the information in this press release is qualified by reference to such document. Subject to applicable law, the Company may amend, extend or terminate the Asset Sale Offer. Copies of the Offer to Purchase may be requested from the tender agent for the Asset Sale Offer, GLAS Trust Company LLC, Telephone: (201) 778-0404, Email: USREORG@glas.agency.
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any Notes in the Asset Sale Offer.