SiTime
Corporation

SiTime is a leading provider of precision timing solutions, with applications across AI systems, data centers and other critical markets.

Transaction Terms

Offering Size

$1.35 bn ($1.2 bn Base + $150mm Greenshoe)

Security

0% Convertible Senior Notes

Maturity

2031 (5 Years)

Conversion Premium

50%

Capped Call

Up 150%

Use of Proceeds

Capped Call ($121.5mm / 9%), M&A (Renesas Timing Unit)

Execution

Registered, one-day marketed

Situation Overview

An accretive M&A
bridge takeout

In February 2026, SiTime announced the purchase of Renesas Electronics's timing division, expected to propel SiTime's revenue by significantly increasing its clocking portfolio.

Merger consideration consisted of SiTime shares and $1.5 bn of cash. In addition to using cash on hand, SiTime obtained from its banks a 364-day, $900 mm bridge commitment, which was intended to be refinanced with permanent financing ahead of the M&A close.

HudsonWest helped management evaluate the merits of various takeout options. With its extremely high volatility and price momentum, SiTime decided to execute a convertible financing.

HudsonWest’s Role

Ensuring a zero-coupon,
high-premium outcome

Instrument-X Structure

Targeting the highest level of flexibility, HudsonWest recommended an Instrument-X convertible, allowing SiTime to share settle conversions in the future if desired.

Competitive Capped Call Auction

Given SiTime's bullish view on its stock, the company hedged with an up-150% capped call, which HudsonWest bid out and negotiated competitively, achieving material savings.

Favorable Pricing & Investor Support

HudsonWest helped push convertible pricing in the company's favor and supported management in the investor 1x1 process. The accretive nature of both the Renesas purchase and the convertible financing (which saved 600+ bps vs. a hypothetical straight debt raise) resonated with equity investors, with the stock down a modest ~3.8% vs. the Nasdaq despite the company raising ~7% of market cap.

First-Ever Reg SHO Carveout

Informed by recent volatility affecting other issuers, HudsonWest included the first-ever carveout for Reg SHO disruptions from the standard market disruption event definition, protecting SiTime by reducing potential market confusion.

SiTimeCorporation

An accretive M&Abridge takeout

Ensuring a zero-coupon,high-premium outcome

Let's start aconversation.

SiTime
Corporation

An accretive M&A
bridge takeout

Ensuring a zero-coupon,
high-premium outcome

Let's start a
conversation.