Voyager prices $350 million convertibles with capped call

What happened

Voyager Technologies, Inc. (NYSE: VOYG) priced $350,000,000 of 0% convertible senior notes due 2032 on September 23, 2026. The notes are scheduled to settle on September 28, 2026, subject to customary closing conditions. The initial purchasers can buy up to another $52,500,000 aggregate principal amount of notes.

The initial conversion rate is 24.4978 shares of Class A common stock per $1,000 principal amount. That implies an initial conversion price of about $40.82 per share, about 30% above the last reported sale price of $31.40 on September 23, 2026.

Voyager also entered capped call transactions to help offset dilution to its Class A common stock. The cap price starts at $78.50 per share, a 150% premium over the last reported sale price of $31.40 on September 23, 2026. Voyager can redeem the notes for cash on or after October 21, 2030, if certain price and condition tests are met.

Key numbers

Metric Latest Change Source
Convertible senior notes offering $350,000,000 aggregate principal amount SEC 8-K
Estimated net proceeds approximately $340.4 million SEC 8-K
Estimated net proceeds if option is fully exercised approximately $391.6 million SEC 8-K
Net proceeds used for capped call transactions approximately $45.7 million SEC 8-K
Cap price of capped call transactions $78.50 per share SEC 8-K
Initial conversion price approximately $40.82 per share SEC 8-K

Why it matters

Voyager estimates net proceeds of about $340.4 million, or about $391.6 million if the initial purchasers fully exercise their option. The release says part of the money will support growth through organic expansion and strategic acquisitions. The rest goes to general corporate purposes.

About 13.4% of the estimated net proceeds, or about $45.7 million out of $340.4 million, goes to the capped call. The filing says this should generally reduce potential dilution, but dilution and/or cash-payment exposure can still remain above the cap price.

What's next

The initial purchasers have 13 calendar days from first issuance to exercise the option to buy up to another $52,500,000 aggregate principal amount of notes. If they fully exercise it, estimated net proceeds rise to about $391.6 million.

The notes mature on October 15, 2032. Holders can convert only upon certain events before July 15, 2032. From and after July 15, 2032, holders may convert at any time until the close of business on the second scheduled trading day before maturity.

Sources

  • SEC 8-K — Press release dated September 23, 2026 on pricing of $350.0 million convertible senior notes and capped call transactions.

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Originally published on OptimistFi, evidence-first equity research. More at optimistfi.com.