Bruker Corporation (<NASDAQ: BRKR>) successfully priced a public offering of $600 million in its Series A mandatory convertible preferred stock. The offering includes an option for underwriters to purchase an additional $90 million within 30 days. The closing date is anticipated to be around September 8, 2025, pending customary closing conditions.
Net proceeds from the offering, after accounting for underwriting fees and expenses, are estimated at approximately $582 million. If the underwriters exercise their full option, this figure would rise to roughly $669.5 million.
The company intends to use the majority of the net proceeds to strengthen its balance sheet and enhance financial flexibility by fully repaying its term loan due in December 2026 and its outstanding borrowings under its 2024 revolving credit agreement. A portion of a term loan due in March 2027 will also be repaid.
Any additional funds raised through the underwriters’ option will be allocated towards general corporate purposes. This includes further debt repayment, working capital, capital expenditures, potential acquisitions, investments in subsidiaries, share repurchases, and dividend payments.
A total of 2,400,000 shares of mandatory convertible preferred stock are being sold, with a potential increase to 2,760,000 shares if the underwriters exercise their option. Each share has a liquidation preference of $250.
These shares will automatically convert into Bruker common stock on September 1, 2028 (unless converted earlier by the holders), based on the average volume-weighted average price of Bruker common stock over a 20-day period ending August 11, 2028. The conversion rate will have a minimum of 6.9534 shares of Bruker common stock, and a maximum of 8.5179 shares, subject to anti-dilution adjustments.
Cumulative dividends on the preferred stock, if declared by Bruker‘s board, will be paid annually at a rate of 6.375% of the $250 liquidation preference per share. These dividends may be paid in cash, Bruker common stock, or a combination thereof. Payments are scheduled quarterly, starting December 1, 2025, and ending September 1, 2028.
Bruker has applied to list the preferred stock on the Nasdaq Global Select Market under the symbol “BRKRP“. J.P. Morgan and BofA Securities serve as joint book-running managers for the offering, with PNC Capital Markets LLC acting as co-manager.
The offering is made under an effective shelf registration statement filed with the U.S. Securities and Exchange Commission (SEC). A prospectus supplement, filed with the SEC, provides further details.
This press release does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction where such an offer would be unlawful. Investors are advised to consult the relevant prospectus for complete information.
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