AeroVironment Inc美股招股说明书(2025-07-03版)

We are offering $650,000,000 aggregate principal amount of our 0% convertible senior notes due 2030 (the “notes”). Inaddition, we have granted the underwriters an option to purchase, exercisable for 30days from the date of this prospectussupplement, up to an additional $97,500,000 aggregate principal amount of notes solely to cover over-allotments. MATURITY; NO REGULAR INTEREST The notes will not bear regular interest, and the principal amount of the notes will not accrete. Special interest will accrueon the notes in the circumstances and at the rates described in this prospectus supplement. The notes will mature on July15,2030, unless earlier converted or redeemed or repurchased by us. CONVERSION Noteholders may convert their notes at their option only in the following circumstances: (1)during any calendar quarter(and only during such calendar quarter) commencing after the calendar quarter ending on December31, 2025, if the lastreported sale price per share of our common stock exceeds 130% of the conversion price for each of at least 20 trading days,whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of theimmediately preceding calendar quarter; (2)during the five consecutive business days immediately after any 10 consecutivetrading day period (such 10 consecutive trading day period, the “measurement period”) in which the trading price per $1,000principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reportedsale price per share of our common stock on such trading day and the conversion rate on such trading day; (3)upon theoccurrence of certain corporate events or distributions on our common stock, as described in this prospectus supplement; (4)ifwe call such notes for redemption; and (5)at any time from, and including, April15, 2030 until the close of business on thesecond scheduled trading day immediately before the maturity date. We will settle conversions by paying or delivering, asapplicable, cash and, if applicable, shares of our common stock, based on the applicable conversion rate(s). The initialconversion rate is 3.1017 shares of common stock per $1,000 principal amount of notes, which represents an initial conversionprice of approximately $322.40 per share, and is subject to adjustment as described in this prospectus supplement. If a “make-whole fundamental change”(as defined in this prospectus supplement) occurs, then we will in certain circumstances increase theconversion rate for a specified period of time. REDEMPTION AND REPURCHASE The notes will be redeemable, in whole or in part (subject to certain limitations described in this prospectus supplement), atour option at any time, and from time to time, on or after July21, 2028 and on or before the 61st scheduled trading dayimmediately before the maturity date, at a cash redemption price equal to the principal amount of the notes to be redeemed, plusaccrued and unpaid special interest, if any, to, but excluding, the redemption date, but only if the last reported sale price pershare of our common stock exceeds 130% of the conversion price on (1)each of at least 20 trading days, whether or notconsecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date wesend the related redemption notice; and (2)the trading day immediately before the date we send such notice. In addition, callingany note for redemption will constitute a make-whole fundamental change with respect to that note, in which case theconversion rate applicable to the conversion of that note will be increased in certain circumstances if it is converted after it iscalled for redemption. If a “fundamental change”(as defined in this prospectus supplement) occurs, then, except as described in this prospectussupplement, noteholders may require us to repurchase their notes at a cash repurchase price equal to the principal amount of thenotes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchasedate. RANKING The notes will be our senior, unsecured obligations and will be equal in right of payment with our existing and futuresenior, unsecured indebtedness, senior in right of payment to our existing and future indebtedness that is expressly subordinatedto the notes and effectively subordinated to our existing and future secured indebtedness, to the extent of the value of thecollateral securing that indebtedness, including any borrowings under the New Term Loan and the Revolving Credit Facility(each as defined herein). The notes will be structurally subordinated to all existing and future indebtedness and other liabilities,including trade payables, and (to the extent we are not a holder thereof) preferred equity, if any, of our subsidiaries. LISTING; COMMON STOCK No public market currently exists for the notes, and we do not intend to appl