Voyager Technologies Issues $402.5M 0% Convertible Notes Due 2032

What Happened
Voyager Technologies, Inc. announced on September 28, 2026 that it issued $402,500,000 aggregate principal amount of 0% Convertible Senior Notes due 2032 under an indenture with U.S. Bank Trust Company, N.A. The issuance includes $52,500,000 of additional notes sold pursuant to the initial purchasers’ option. The company also entered into capped call transactions in late September 2026 to limit potential dilution and executed a Fifth Amendment (dated September 22, 2026) to its Credit Agreement to increase the amount of convertible debt permitted under that facility.

Key Details

• Principal issued: $402,500,000 (includes $52,500,000 from initial purchasers’ full exercise of their option). Maturity date: October 15, 2032.
• Interest and conversion: Notes bear no regular interest (0%) and do not accrete; limited special/additional interest up to 0.50% per year may apply for certain reporting or legend-related failures. Initial conversion rate: 24.4978 shares of Class A common stock per $1,000 principal (≈ $40.82 per share). Conversions settled in cash, stock or a combination at the company’s election.
• Redemption & repurchase rights: Company may provisionally redeem (subject to conditions) beginning October 21, 2030 and may effect a cleanup redemption if outstanding notes fall below 10% of the original issue; noteholders have repurchase rights on certain Fundamental Change events. Provisional/cleanup redemptions trigger make‑whole adjustments that can increase the conversion rate in some cases.
• Capped calls and cost: Voyager entered into capped call transactions covering the shares underlying the notes; initial cap price $78.50 per share (subject to adjustment). The cost of the capped calls was approximately $52.5 million.
• Credit amendment: A Fifth Amendment to the company’s May 30, 2025 Credit Agreement increased the permitted amount of convertible debt under the facility.

Why It Matters
These notes raise substantial capital ($402.5M) while initially carrying no regular interest, which affects Voyager’s balance sheet and liquidity without near‑term coupon payments. The conversion feature creates potential stock dilution if holders convert; however, the capped call transactions are intended to reduce that dilution up to a specified cap price. The company can settle conversions in cash, stock or both, which affects how dilution or cash outflows would occur. Investors should note the notes are senior unsecured obligations (structurally subordinated to subsidiary debt) and include redemption and make‑whole mechanics that can alter conversion economics in certain scenarios. The Credit Agreement amendment also signals increased flexibility to incur additional convertible debt under the company’s financing arrangements.