Filed pursuant to Rule 424(b)(5)

Registration No. 333-280960

 

PROSPECTUS SUPPLEMENT
(To Prospectus dated July 23, 2024) 

     25,000,000 Shares

 


Allegro MicroSystems, Inc.
Common Stock

 

 

 

We are offering 25,000,000 shares of our common stock.

 

Pursuant to the terms of a share repurchase agreement (the “Share Repurchase Agreement”), we have agreed to repurchase from Sanken (as defined herein) in a privately negotiated transaction 38,767,315 shares of our common stock at a price per share equal to the price per share at which the underwriters will purchase shares of our common stock in this offering from us (after giving effect to the underwriting discount of 3.50%). The shares being repurchased by us pursuant to the Share Repurchase Agreement will be retired. On an as adjusted basis after giving effect to this offering and the transactions contemplated by the Share Repurchase Agreement, Sanken will hold approximately 33.2% (or 32.5% if the underwriters’ option to purchase additional shares of our common stock is exercised in full) of our outstanding common stock. The repurchase by us of a number of shares of common stock equal to the number of shares being offered in this offering (excluding the underwriters’ option to purchase additional shares of our common stock) is expected to occur one business day after the closing of this offering (the “First Closing”). We intend to fund the First Closing with the net proceeds of this offering (excluding any net proceeds from the exercise of the underwriters’ option to purchase additional shares of our common stock). The repurchase of the remainder of the shares of our common stock that we expect to repurchase from Sanken is expected to occur substantially concurrently with the receipt by us of the proceeds from the exercise of the underwriters’ option to purchase additional shares of our common stock, the 2023 Term Loan Facility or the 2023 Revolving Credit Facility (each as defined herein) or, otherwise, another date of our choosing after the closing of this offering (the “Second Closing”). We intend to fund the Second Closing with any net proceeds from the exercise of the underwriters’ option to purchase additional shares of our common stock, cash on hand or additional borrowings under the 2023 Term Loan Facility or the 2023 Revolving Credit Facility. The First Closing of the share repurchase is conditioned upon the closing of this offering and certain other conditions and the Second Closing of the share repurchase is conditioned upon the receipt by us of net proceeds of no less than $300 million from incremental term loans under our existing credit facility and certain other conditions, but this offering is not conditioned on the consummation of the share repurchase. We cannot provide any assurance that the share repurchase will occur on the terms described herein, or at all. Nothing in this prospectus supplement should be construed as an offer (i) to sell, or the solicitation of an offer to purchase, any of our common stock that we repurchase, or (ii) to repurchase, or the solicitation of an offer to sell, any of our common stock. See “Prospectus Supplement Summary—Recent Developments—Share Repurchase.”

 

Pursuant to the terms of the Share Repurchase Agreement, Sanken has agreed to a lock-up in respect of the remaining shares of our common stock that it holds after giving effect to the share repurchase for the period from the date of the Share Repurchase Agreement until the date that is 14 months following the First Closing of the share repurchase. We have agreed with the underwriters not to release the lock-up with Sanken during the period from the date of this prospectus supplement continuing through the date that is 90 days after the date of this prospectus supplement without the prior written consent of Barclays Capital Inc. and Morgan Stanley & Co. LLC on behalf of the underwriters. See “Prospectus Supplement Summary—Recent Developments—Share Repurchase.”

 

Our common stock is listed on the Nasdaq Global Select Market under the symbol “ALGM.” The last reported sale price of our common stock on the Nasdaq Global Select Market on July 24, 2024 was $24.70 per share.

 

Investing in our common stock involves risks. See “Risk Factors” beginning on page S-16 of this prospectus supplement, page 6 of the accompanying prospectus and under similar headings in the documents incorporated by reference into this prospectus supplement and the accompany prospectus to read about factors you should consider before buying shares of our common stock.

 

   Per Share  Total
Public offering price   $24.00   $600,000,000 
Underwriting discount (1)   $0.84   $21,000,000 
Proceeds, before expenses, to us   $23.16   $579,000,000 

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