VISHAY INTERTECHNOLOGY INCVSH
VISHAY INTERTECHNOLOGY INC Debt Disclosure
Note 6 – Long-Term Debt
Long-term debt consists of the following:
|
December 31,
2025
|
December 31,
2024
|
|||||||
|
Credit Facility
|
$
|
219,000
|
$
|
136,000
|
||||
|
Convertible senior notes, due 2025
|
-
|
41,911
|
||||||
| Convertible senior notes, due 2030 |
750,000 | 750,000 | ||||||
|
Deferred financing costs
|
(18,107
|
)
|
(22,892
|
)
|
||||
|
950,893
|
905,019
|
|||||||
|
Less current portion
|
-
|
-
|
||||||
|
|
$
|
950,893
|
$
|
905,019
|
||||
Credit Facility
The Company maintains a credit agreement with a consortium of banks led by JPMorgan Chase Bank, N.A., as
administrative agent, and the lenders (the "Credit Facility"). In , the Company entered into an Amendment and Restatement
Agreement, which provides an aggregate commitment of $750,000 of
revolving loans available until May 8, 2028. The Credit
Facility also provides for the ability of Vishay to request up to $300,000 of incremental facilities, subject to the satisfaction of certain conditions, which could take the form of additional revolving commitments, incremental “term loan A” or “term loan B” facilities, or incremental equivalent debt.
U.S. Dollar borrowings under the Credit Facility bear interest at Secured Overnight Financing Rate
("SOFR") plus a credit spread and an interest margin. The Credit Facility also allows for borrowings in euro, British sterling, and Japanese yen, subject to a $300,000 limit. Borrowings in foreign currency bear interest at a local reference rate plus an interest margin. The applicable
interest margin is based on the Company's total leverage ratio. Based on the Company's current total leverage ratio, borrowings bear interest at SOFR plus 2.10%, including the applicable credit spread. The Company also pays a commitment fee, also based on its total leverage ratio,
on undrawn amounts. The undrawn commitment fee, based on the Company's total current leverage ratio, is 0.35% per annum.
The Credit Facility requires the maintenance of financial covenant ratios. For compliance purposes, pursuant to the Credit Facility, the leverage
ratio is computed on a net basis, reducing the measure of outstanding debt by up to $250,000 of unrestricted cash. The Interest
Coverage Ratio is computed excluding capital expenditures. The Company must maintain a net leverage ratio of at least 3.25 to 1.00
and a minimum Interest Coverage Ratio of 3.25 to 1.00.
Borrowings under the Credit Facility are secured by a lien on substantially all assets, including accounts receivable, inventory, machinery and equipment, and general
intangibles (but excluding real estate, intellectual property registered or licensed solely for use in, or arising solely under the laws of, any country other than the United States, assets located solely outside of the United States and deposit
and securities accounts), of the Company and certain significant subsidiaries located in the United States, and pledges of stock in certain significant domestic and foreign subsidiaries; and are guaranteed by certain significant subsidiaries.
The Credit Facility limits or restricts the Company and its subsidiaries, from, among other things,
incurring indebtedness, incurring liens on its respective assets, making investments and acquisitions (assuming the Company’s pro forma net leverage ratio is greater than 2.75 to 1.00), making asset sales, and paying cash dividends and making other restricted payments (assuming the Company's pro
forma net leverage ratio is greater than 2.50 to 1.00), and
requires the Company to comply with other covenants.
The Credit Facility also contains customary events of default, including, but not limited to, failure to
pay principal or interest, failure to pay or default under other material debt, material misrepresentation or breach of warranty, violation of certain covenants, a change of control, the commencement of bankruptcy proceedings, the insolvency of
the Company or certain of its significant subsidiaries, and the rendering of a judgment in excess of $50,000 against the Company or its
subsidiaries. Upon the occurrence of an event of default under the Credit Facility, the Company's obligations under the credit facility may be accelerated and the lending commitments under the credit facility may be terminated.
At December 31, 2025 there was $253,984 accessible under the Credit Facility at the current EBITDA level. At December 31, 2024, there was $467,245 available under the Credit Facility. Letters of credit
totaling $11,988 and $2,062
were outstanding at December 31, 2025 and 2024, respectively.
Convertible Debt Instruments
The following table summarizes some key facts and terms regarding the outstanding convertible senior notes due 2030 as of December 31, 2025:
| Due 2030 |
||||
|
Issuance date
|
September 12, 2023 | |||
|
Maturity date
|
September 15, 2030 | |||
|
Principal amount
|
$ | 750,000 | ||
|
Cash coupon rate (per annum)
|
2.25% | |||
|
Conversion rate effective December 3, 2025 (per $1 principal amount)
|
33.1609 | |||
|
Effective conversion price (per share)
|
$ | 30.16 | ||
|
130% of the conversion price (per share)
|
$ | 39.21 | ||
Convertible Senior Notes due 2030
In September 2023, the Company issued $750,000
aggregate principal amount of 2.25% convertible senior notes due 2030 (the “2030 Notes”) to qualified institutional buyers pursuant to an exemption from registration provided by Rule 144A under the Securities Act. The Company used the net proceeds
from this offering to repurchase $370,242 principal amount of its outstanding 2.25% convertible senior notes due 2025 (the “2025 Notes”)
(as further described below), to reduce the outstanding balance of its Credit Facility, to enter into capped call transactions (as further described below), and for other general corporate purposes.
The 2030 Notes bear interest at a rate of 2.25% per year payable semi-annually in arrears on March 15 and September 15 of each year, beginning March 15,
2024. The 2030 Notes mature on September 15, 2030, unless earlier repurchased or converted.
The 2030 Notes are convertible into shares of Vishay common stock at an initial conversion rate of 33.1609 shares of common stock per $1 principal amount of the notes, subject to adjustment. This initial conversion price represents a premium of 20% to the closing price of
Vishay's common stock on September 7, 2023, which was $25.13 per share. This represents an initial effective conversion price of
approximately $30.16 per share. The conversion rate of the 2030 Notes is not adjusted for quarterly cash dividends equal to or less than
$0.10 per share of common stock. Pursuant to the indenture governing the 2030 Notes, the Company is required to satisfy its conversion
obligations by paying cash equal to the principal amount of notes and settle any additional value in cash and/or shares at its discretion. Vishay must provide additional shares upon conversion if there is a "fundamental change" in the business as
defined in the indenture governing the notes.
The Company may not redeem the 2030 Notes prior to September 20, 2027. The Company may redeem for cash all or part of the 2030 Notes, at its option, on
or after September 20, 2027, if the sale price of Vishay’s common stock has been at least 130% of the conversion price for a specified period at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and
unpaid interest. If the Company elects to redeem fewer than all of the outstanding 2030 Notes, at least $100,000 aggregate principal
amount of 2030 Notes must be outstanding and not subject to redemption.
Prior to March 15, 2030, the holders of the 2030 Notes may convert their notes only under the following conditions: (1) the sale price of Vishay common
stock reaches 130% of the applicable conversion price for a specified period; (2) the trading price of the notes falls below 98% of the product of the last reported sale price of Vishay’s common stock and the conversion rate for a specified period; (3) the Company calls any or
all of the 2030 Notes for redemption; or (4) upon the occurrence of specified corporate transactions.
Capped Call Transactions
In September 2023, in connection with the pricing and initial purchasers’ exercise in full of their option to purchase additional 2030 Notes, the Company
entered into separate base and additional privately negotiated capped call transactions with an affiliate of an initial purchaser and certain other financial institutions. The capped call will initially cover, subject to customary anti-dilution
adjustments, the aggregate number of shares of the Company’s common stock that initially underlie the 2030 Notes. The Company used $94,200
of the net proceeds from the 2030 Notes to pay the cost of the capped call transactions. The cap price of the capped call will initially be $43.98
per share, which represents a premium of approximately 75% over the last reported sale price of the Company’s common stock on September 7, 2023, and is subject to certain adjustments under the terms of the capped call.
The capped call transactions are separate transactions entered into by the Company with each of the capped call counterparties, are not part of the terms
of the 2030 Notes, and do not affect any holder’s rights under the 2030 Notes. Holders of the 2030 Notes do not have any rights with respect to the capped call. The capped call is classified within stockholders’ equity on the consolidated balance
sheet.
Note 6 – Long-Term Debt
(continued)
Convertible Senior Notes due 2025
The Company used $386,745 of the net
proceeds from the 2023 offering of the 2030 Notes to repurchase $370,242 principal amount of its outstanding 2025 Notes. As a result,
the Company recognized a loss on early extinguishment of the 2025 Notes of $18,874, including the write-off of a portion of unamortized
debt issuance costs. The Company repurchased $53,191 principal amount of its remaining outstanding 2025 Notes in 2024. The gain on early
extinguishment was not material.
The convertible senior notes due 2025 matured on June 15, 2025. Upon
maturity, $41,911 aggregate principal amount of the convertible senior notes due 2025 were settled in cash, funded by borrowings on the
revolving credit facility. No shares were issued to settle the convertible senior notes due 2025.
Other Borrowings Information
The Credit Facility, of which $219,000
was drawn as of December 31, 2025, expires in 2028. The convertible senior notes mature in 2030.
At December 31, 2025 and 2024, the Company had committed and uncommitted credit lines with various foreign banks aggregating approximately $61,000 and $32,000, respectively, with
substantially no amounts borrowed.
Interest paid was $33,812, $21,732, and $17,242 for the years ended
December 31, 2025, 2024,
and 2023, respectively. Deferred financing costs are recognized as non-cash interest expense. Non-cash
interest expense was $4,808, $4,957,
and $3,735 for the years ended December 31, 2025, 2024, and 2023, respectively.
See Note 18 for further discussion on the fair value of the Company’s long-term debt.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 13, 2026 | Showing above |
| 2024 | Feb 14, 2025 | |
| 2023 | Feb 16, 2024 | |
| 2022 | Feb 22, 2023 | |
| 2021 | Feb 23, 2022 | |
| 2020 | Feb 24, 2021 | |
| 2019 | Feb 14, 2020 | |
| 2018 | Feb 15, 2019 | |
| 2017 | Feb 16, 2018 | |
| 2016 | Feb 17, 2017 | |
| 2015 | Feb 17, 2016 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.