Fermi Inc. (NASDAQ:FRMI)(LSE:FRMI), operating as Fermi America™ ("Fermi" or the "Company") today announced its intention to offer, subject to market conditions and other factors, $350 million aggregate principal amount of convertible senior notes due 2031 (the "Notes") to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). In connection with the offering, the Company expects to grant to the initial purchasers of the Notes an option to purchase, for settlement within a 13-day period from the date of initial issuance of the Notes, up to an additional $52.5 million aggregate principal amount of Notes. The Company intends to use the net proceeds from the offering (including any additional proceeds resulting from the exercise by the initial purchasers of their option to purchase the additional Notes) to purchase privately negotiated capped call transactions to offset share dilution and the remainder for general corporate purposes.

The Notes will be senior, unsecured obligations of the Company and will rank senior in right of payment to any of its indebtedness that is expressly subordinated in right of payment to the notes; equal in right of payment with all of our current and future liabilities that are not so subordinated; effectively junior to all of our current and future indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of its subsidiaries. Interest on the Notes will be payable semi-annually in arrears and mature on July 15, 2031 unless earlier converted, redeemed or repurchased. The Notes will be convertible into cash, the Company's common stock, or a combination thereof, at the election of the Company. Final terms of the Notes, including the interest rate, the initial conversion rate and other terms, will be determined at the time of pricing.