Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities
−Removed: The following table provides information regarding repurchases of our common stock during the fiscal quarter ended July 1, 2023:
+Added: 2023, the Company issued $750 million principal amount of 2.25% senior convertible notes due 2030 to qualified institutional buyers pursuant to an exemption from registration provided by Rule 144A under the Securities Act.
+Added: The Company used the
+Added: net proceeds from this offering to repurchase $370.2 million principal amount of its outstanding convertible senior notes due 2025 for approximately $386.7 million.
+Added: The notes that Vishay repurchased had been convertible for 11,887,063 shares
+Added: of Vishay common stock, assuming physical settlement.
+Added: Vishay offered
+Added: and sold the convertible notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
+Added: The initial purchasers initially offered the convertible notes to "qualified
+Added: institutional buyers" pursuant to an exemption from registration provided by Rule 144A under the Securities Act.
+Added: Vishay relied on this exemption from registration based in part on representations made by the initial purchasers.
+Added: The convertible
+Added: notes and common stock issuable upon conversion of the convertible notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration
+Added: requirements.
+Added: As a result of
+Added: the principal obligations under the convertible notes upon conversion being payable in cash and any additional value being payable in cash, shares of Vishay common stock, or a combination thereof, at the Company's option, as described in Note 6
+Added: to the consolidated condensed financial statements included Item 1, the number of shares of common stock issuable upon conversion of the convertible notes may constitute less than 1% of the number of shares of common stock outstanding.
+Added: The following table provides information regarding repurchases of our common stock during the fiscal quarter ended September 30, 2023:
Total Number of Shares Purchased
3 unchanged sentences
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
−Removed: April 30 - May 27
−Removed: May 28 - July 1
+Added: July 30 - August 27
+Added: August 28 - September 30
In 2022, our Board of Directors adopted a Stockholder Return Policy, which calls for us to return at least 70% of free cash flow, net of scheduled principal payments of long-term debt, on
an annual basis.
−Removed: We intend to return such amounts to stockholders directly, in the form of cash dividends, or indirectly, in the form of stock repurchases.
+Added: We intend to return such amounts to stockholders directly, in the form of cash dividends, and/or indirectly, in the form of stock repurchases.
The policy sets forth our intention, but does not obligate us to acquire any shares of
5 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.