Prudential Financial issues $15.5M InterNotes at 4.2%鈥�5.2% coupons

Q: What is the coupon rate on Prudential Financial note CUSIP 74432BBA5?

4.20% fixed, paid semi-annually on 15 June and 15 December each year.

Q: When do the 74432BBB3 InterNotes mature?

15 June 2035 is the stated maturity date for this tranche.

Q: Are the new Prudential InterNotes callable?

The 2035 tranche is callable at 100% starting 15 June 2027; the 2027 tranche is non-callable.

Q: What is the aggregate principal amount of the issuance?

Combined principal totals $15.543 million across both tranches.

Q: What is the minimum investment denomination for these notes?

Each note is offered in $1,000 denominations with $1,000 increments thereafter.

Q: When will the first interest payment be made?

Both tranches pay first interest on 15 December 2025.

[6-K] Sequans Communications S.A. American Current Report (Foreign Issuer)

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

6-K

Rhea-AI Filing Summary

Prudential Financial, Inc. (PRU) filed Final Pricing Supplement No. 24 for two new senior unsecured InterNotes庐 tranches totaling $15.543 million in aggregate principal.

The first tranche (CUSIP 74432BBA5) carries $4.868 million of principal, a fixed 4.20% coupon, semi-annual interest payments on 15 June and 15 December, and a maturity of 15 June 2027. It is non-callable, priced at par (100.000%), with a 0.550% selling concession, generating net proceeds of $4.841 million.

The second tranche (CUSIP 74432BBB3) totals $10.675 million, offers a 5.20% fixed coupon, identical payment dates, and a 15 June 2035 maturity. This note is callable at 100% of par starting 15 June 2027 and on each subsequent interest date. It was also priced at par with a 1.800% selling concession, yielding net proceeds of $10.483 million.

Both tranches include a survivor鈥檚 option, are issued in $1,000 denominations, settle DTC book-entry on 26 June 2025, and will be administered by The Bank of New York (trustee) and Citibank, N.A. (paying agent/registrar). InspereX LLC acts as purchasing agent alongside a syndicate including BofA Securities, Citigroup, Morgan Stanley, RBC Capital Markets and Wells Fargo Advisors.

The notes rank pari passu with PRU鈥檚 existing senior unsecured debt and are not zero-coupon or amortizing instruments. Legal validity is confirmed by counsel John M. Cafiero under New Jersey and New York law as incorporated in PRU鈥檚 automatic shelf registration statement (File No. 333-277590).

Prudential Financial, Inc.(PRU)電� 齑� 1,5543毵� 雼煬攴滊鞚� 霊� 臧� 鞁犼窚靹犾垳鞙� 氍措嫶氤� InterNotes庐韸鸽灉旃橃棎雽€頃� 斓滌 臧€瓴� 氤挫订靹� 24順鸽ゼ鞝滌稖頄堨姷雼堧嫟.

觳� 氩堨Ц 韸鸽灉旃�(CUSIP 74432BBA5)電� 486.8毵� 雼煬鞚� 鞗愱笀, 4.20% 瓿犾爼炜犿彴, 6鞗� 15鞚缄臣 12鞗� 15鞚� 氚橁赴氤� 鞚挫瀽歆€旮�, 攴鸽Μ瓿� 2027雲� 6鞗� 15鞚� 毵岅赴毳� 臧€歆戨媹雼�. 鞚措姅 旖� 攵堦皜頃橂┌, 鞎‰┐臧€(100.000%)搿� 臧€瓴╈澊毂呾爼霅橃棃瓿� 0.550% 韺愲Г 靾橃垬耄岆 靾滌垬鞚奠潃 484.1毵� 雼煬鞛呺媹雼�.

霊� 氩堨Ц 韸鸽灉旃�(CUSIP 74432BBB3)電� 齑� 1,067.5毵� 雼煬鞚措┌, 5.20% 瓿犾爼炜犿彴, 霃欖澕頃� 鞚挫瀽歆€旮夓澕, 2035雲� 6鞗� 15鞚� 毵岅赴毳� 鞝滉车頃╇媹雼�. 鞚� 毂勱秾鞚€ 2027雲� 6鞗� 15鞚茧秬韯� 攴鸽Μ瓿� 鞚错泟氇摖鞚挫瀽歆€旮夓澕鞐� 鞎‰┐臧€ 100%搿� 旖� 臧€電�頃╇媹雼�. 霕愴暅鞎‰┐臧€搿� 臧€瓴╈澊毂呾爼霅橃棃鞙茧┌ 1.800% 韺愲Г 靾橃垬耄岆 靾滌垬鞚奠潃 1,048.3毵� 雼煬鞛呺媹雼�.

霊� 韸鸽灉旃� 氇憪 靸濎〈鞛� 鞓奠厴鞚� 韽暔霅橃柎鞛堦碃, 1,000雼煬雼渼搿� 氚滍枆霅橂┌, 2025雲� 6鞗� 26鞚� DTC 攵侅棓韸鸽Μ 氚╈嫕鞙茧 瓴办牅霅橂┌, The Bank of New York(靾橅儊鞛�)鞕€ Citibank, N.A.(歆€旮� 雽€毽澑/霌彪 雽€毽澑)臧€ 甏€毽暕雼堧嫟. InspereX LLC電� BofA Securities, Citigroup, Morgan Stanley, RBC Capital Markets 氚� Wells Fargo Advisors搿� 甑劚霅� 鞁犽敂旒€鞚错姼鞕€ 頃粯甑Г 雽€毽澑鞐暊鞚� 頃╇媹雼�.

氤� 毂勱秾鞚€ PRU 旮办〈靹犾垳鞙� 氍措嫶氤� 攵€毂勳檧霃欕摫頃� 靾滌渼鞚措┌, 鞝滊 炜犿彴霕愲姅靸侁皝順� 靸來拡鞚� 鞎勲嫏雼堧嫟. 氩曥爜鞙犿毃靹膘潃雺挫爛歆€ 氚� 雺挫殨氩曤鞐� 霐半澕 John M. Cafiero 氤€順胳偓臧€ PRU鞚� 鞛愲彊靹犽皹霌彪 氇呾劯靹�(韺岇澕氩堩樃 333-277590)鞐� 韽暔霅� 雮挫毄鞚� 攴缄卑搿� 頇曥澑頄堨姷雼堧嫟.

Positive

Fixed-rate funding locked at 4.20% (2-year) and 5.20% (10-year), providing cost visibility during volatile interest-rate conditions.
Callable structure on the longer tranche grants Prudential flexibility to refinance if borrowing costs decline.

Negative

Incremental senior unsecured debt marginally increases outstanding obligations and interest expense.
Investor call protection is limited to par from June 2027, exposing holders of the 2035 notes to early redemption risk.

Insights

TL;DR: Small, routine $15.5 M issuance adds fixed-rate funding; impact on PRU leverage or liquidity is immaterial.

The filing details two modest senior unsecured note tranches under PRU鈥檚 InterNotes庐 program. At $15.5 million combined, the size is negligible versus Prudential鈥檚 multi-billion-dollar balance sheet, suggesting no material change to leverage metrics. Coupons of 4.20% (2-year) and 5.20% (10-year) lock in fixed costs in a still-elevated rate environment, while the call option on the longer tranche affords refinancing flexibility should rates fall. Both notes carry survivor鈥檚 options, broadening retail appeal, and rank equally with existing senior debt, so no subordination concerns arise. Net proceeds鈥攁fter concessions鈥攖otal roughly $15.324 million and will flow to general corporate purposes as stated in the base prospectus. Because the issuance is routine and immaterial in scale, I assign a neutral impact.

TL;DR: Incremental debt with standard covenants; senior structure limits creditor risk, but issuance size is too small to influence ratings.

The notes share PRU鈥檚 senior unsecured ranking and contain no unusual covenants or structural subordination, maintaining status quo for existing bondholders. The 5.20% coupon on the 10-year reflects prevailing spreads for A-rated insurers and the embedded call beginning year 2 improves issuer optionality without investor make-whole protection beyond par. Still, given the limited face value, credit agencies are unlikely to re-evaluate PRU鈥檚 ratings. From a credit-worthiness angle, the filing is operationally routine and financially non-impactful.

06/23/2025 - 07:37 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934

For the month of June 2025

Commission File Number: 001-35135

Sequans Communications S.A.

(Translation of Registrant’s name into English)

15-55 boulevard Charles de Gaulle

92700 Colombes, France

Telephone : +33 1 70 72 16 00

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F R Form 40-F £

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes £ NoR

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes £ NoR

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

The information in this report furnished on Form 6-K shall be incorporated by reference into each of the following Registration Statements under the Securities Act of 1933, as amended, of the registrant: Form S-8 (File Nos. 333-187611, 333-194903, 333-203539, 333-211011, 333-214444, 333-215911, 333-219430, 333-226458, 333-233473, 333-239968, 333-259914 and 333-266481) and Form F-3 (File Nos. 333-255865 and 333-271884).

EXPLANATORY NOTE

Issuance of Equity and Convertible Debt in Private Placements

Entry Into Material Definitive Agreements

On June 22, 2025, Sequans Communications S.A. (the “Company”) entered into a Securities Purchase Agreement (the “Equity Purchase Agreement”) with certain institutional and accredited investors (the “Equity Purchasers”), pursuant to which the Company has agreed to issue to the Equity Purchasers in a private placement (the “Equity Private Placement”) an aggregate of (a) (i) 1,139,263,490 ordinary shares, nominal value €0.01 per share, of the Company (the “Ordinary Shares”), represented by 113,926,349 American Depositary Shares (the “ADSs”) and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 253,593,650 Ordinary Shares (the “Pre-Funded Warrant Shares”) represented by ADSs and (b) warrants (the “Warrants”) to purchase up to an aggregate of 208,928,460 Ordinary Shares (the “Warrant Shares”) represented by ADSs or Pre-Funded Warrants in lieu thereof at the option of the holder of the Warrant, at a combined purchase price of $1.40 per ADS and Warrant, the equivalent of $0.14 per Ordinary Share and Warrant at the current ratio, or $1.39 per Pre-Funded Warrant and Warrant.

In addition, on June 22, 2025, the Company also entered into a Secured Convertible Debenture Purchase Agreement (the “Debenture Purchase Agreement” and, together with the Equity Purchase Agreement, the “Purchase Agreements”) with certain institutional and accredited investors (the “Debenture Purchasers”), pursuant to which the Company has agreed to issue to the Debenture Purchasers in a private placement (the “Debenture Private Placement” and, together with the Equity Private Placement, the “Private Placements”) (a) secured convertible debentures (the “Secured Convertible Debentures”) in the aggregate principal amount of $189 million and (b) Warrants to purchase up to an aggregate of 202,499,980 Warrant Shares.

The Private Placements will be carried out, without shareholders’ preferential subscription rights, through reserved offerings to specific categories of investors1, pursuant to the fifteenth resolution of the Company’s combined general meeting of shareholders to be held on June 30, 2025 (the “Shareholder Approval”) and in accordance with Article L. 225-138 of the French Commercial Code.

The Pre-Funded Warrants are exercisable commencing upon issuance thereof at Closing (as defined below) through the lifetime of the Company at a nominal exercise price of €0.01 per Pre-Funded Warrant Share, subject to adjustment as provided therein. The Warrants are exercisable commencing upon issuance thereof at Closing for a period of 90 days and may be exercised for (i) Warrant Shares, at an exercise price equal to $1.40 for each Warrant or (ii) Pre-Funded Warrants, at an exercise price equal to $1.40 minus €0.01 for each Warrant.

A holder (together with its affiliates) may not exercise or convert, as applicable, any portion of the Pre-Funded Warrants, the Warrants or the Secured Convertible Debentures to the extent that the holder would own more than 4.99% (or, solely with respect to the Pre-Funded Warrants and the Warrants, at the holder’s option upon issuance, 9.99%) of the Company’s outstanding Ordinary Shares immediately after exercise or conversion, as applicable. However, upon at least 61 days’ prior notice from the holder to the Company, a holder with a 4.99% ownership blocker may increase the amount of ownership of outstanding Ordinary Shares after exercising or converting, as applicable, the holder’s Pre-Funded Warrants, Warrants or Secured Convertible Debentures, as applicable, up to 9.99% of the number of the Company’s Ordinary Shares outstanding immediately after giving effect to the exercise or conversion, as applicable, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrant, the Warrant or the Secured Convertible Debenture, as applicable.

The Secured Convertible Debentures are convertible into (i) Ordinary Shares (the “Conversion Shares”) or (ii) Pre-Funded Warrants at the option of a Debenture Purchaser at any time at a conversion price of $2.10 per ADS, subject to adjustment as provided therein. (a) From and after the first anniversary date of the date the Secured Convertible Debentures are issued at Closing (the “Issuance Date”) until, but not including, the second anniversary date of the Issuance Date, interest shall accrue on the outstanding principal balance of the Secured Convertible Debentures at an annual rate equal to 6.0%, and (b) from and after the second anniversary date of the Issuance Date, interest shall accrue on the outstanding principal balance of the Secured Convertible Debentures at an annual rate equal to 8.0%.

________________________

1 The categories of investors include (i) industrial partners that have a similar, complementary or related business to that of the Company; or (ii) institutional or strategic investors that: (A) have, as the case may be, the status of either (i) an “accredited investor” as defined in Rule 501 of Regulation D of the Securities Act, (ii) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act or (iii) a qualified investor within the meaning of Regulation (EU) 2017/1129 of 14 June 2017 or an equivalent status under the rules applicable in its country of incorporation; and (B) have a significant track record of regularly investing in companies with high growth potential which includes investments in small/mid cap equities.

The maturity date of the Secured Convertible Debentures will be the date that is the first business day on or after 36 months from the Issuance Date. (a) Beginning on and including the 12-month anniversary of the Issuance Date, in the event that the market price of Company’s ADSs equals or exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) out of any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides a redemption notice to the holder of the Secured Convertible Debentures (and provided that certain equity conditions are satisfied on each trading day of such 30 consecutive trading day period), or (b) beginning on and including the 16-month anniversary of the Issuance Date, in the event that the market price of Company’s ADSs has been equal to or less than 40% of the conversion price then in effect for the 10 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides a redemption notice to the holder of the Secured Convertible Debentures, the Company shall have the right, but not the obligation, to redeem the Secured Convertible Debentures, (x) in the case of an optional redemption pursuant to clause (a), at an amount equal to the outstanding principal balance being redeemed by the Company, plus all accrued and unpaid interest in respect of such principal balance to, but not including, the date of redemption, plus a payment premium in respect of such principal balance and accrued and unpaid interest equal to (i) 3.0% for payments made within 12 months of the date of the Secured Convertible Debentures and (ii) 5.0% for payments made from and after 12 months of the date of the Secured Convertible Debentures (the “Payment Premium”), and (y) in the case of an optional redemption pursuant to clause (b), at an amount equal to the sum of (A) the product of (i) the outstanding principal balance being redeemed by the Company multiplied by (ii) 108% plus (B) the Payment Premium with respect to all accrued and unpaid interest in respect of such principal balance to, but not including, such date of redemption. A Debenture Purchaser shall have the right to elect to convert all or any portion of the outstanding principal balance being redeemed by the Company (and accrued and unpaid interest thereon) until the business day immediately preceding the applicable date of redemption.

A Debenture Purchaser also has the right to require the Company to repurchase for cash all or any portion of the principal of such Debenture Purchaser’s Secured Convertible Debenture in the event of a Fundamental Change (as defined in the Secured Convertible Debentures) at a repurchase price equal to the outstanding principal balance to be so repurchased, plus all accrued and unpaid interest thereunder as of the date of such repurchase, plus the Payment Premium in respect of such principal balance and accrued and unpaid interest.

The Private Placements are expected to close (the “Closing”) simultaneously on or around July 1, 2025, subject to the Shareholder Approval and customary closing conditions.

The aggregate gross proceeds from the Private Placements are expected to be approximately $384 million. The Company intends to use the net proceeds from the Private Placements for the purchase of the Digital Asset commonly referred to as “Bitcoin” (BTC) in the cryptocurrency marketplace (“Bitcoin”) and for general corporate purposes associated with purchasing Bitcoin, subject to the security and collateral requirements of the Debenture Private Placement.

The Private Placements are exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the terms of the Purchase Agreements, the Company also agreed to enter into registration rights agreements with the Equity Purchasers (the “Equity Registration Rights Agreement”) and the Debenture Purchasers (the “Debenture Registration Rights Agreement”), respectively, pursuant to which the Company shall file registration statements to register the resale of the Ordinary Shares, ADSs, Pre-Funded Warrant Shares, Warrant Shares, and Conversion Shares, as applicable, within 15 days and seven business days, respectively, of Closing.

In connection with the Debenture Private Placement, the Company also agreed to forms of documents to be executed upon the occurrence of certain events contemplated under the Debenture Purchase Agreement, including but not limited to, a guaranty and security agreement (the “Security Agreement”). Pursuant to the Security Agreement, all obligations of the Company under the Secured Convertible Debentures will be secured by security interests in certain property of the Company and certain subsidiaries of the Company.

The foregoing descriptions of the Equity Purchase Agreement, Debenture Purchase Agreement, Pre-Funded Warrant, Warrant, Secured Convertible Debentures, Equity Registration Rights Agreement, Debenture Registration Rights Agreement and Security Agreement do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the full text of the forms of Equity Purchase Agreement, Debenture Purchase Agreement, Pre-Funded Warrant, Warrant, Secured Convertible Debentures, Equity Registration Rights Agreement, Debenture Registration Rights Agreement and Security Agreement, which will be filed as Exhibits 10.1, 10.2, 4.1, 4.2, 4.3, 10.3, 10.4 and 10.5 to a Form 6-K/A, respectively, and are incorporated herein by reference.

Issuance of Press Release

On June 23, 2025, the Company issued a press release announcing the Private Placements and the launch of its Bitcoin treasury initiative. A copy of the press release is attached to this Form 6-K as Exhibit 99.1 and is incorporated herein by reference.

EXHIBIT INDEX

The following exhibit is filed as part of this Form 6-K:


Exhibit			Description

99.1			Press release dated June 23, 2025

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SEQUANS COMMUNICATIONS S.A.

(Registrant)

Date: June 23, 2025

By:

/s/ Deborah Choate

Deborah Choate

Chief Financial Officer

Source:

FAQ

What is the coupon rate on Prudential Financial note CUSIP 74432BBA5?

4.20% fixed, paid semi-annually on 15 June and 15 December each year.

When do the 74432BBB3 InterNotes mature?

15 June 2035 is the stated maturity date for this tranche.

Are the new Prudential InterNotes callable?

The 2035 tranche is callable at 100% starting 15 June 2027; the 2027 tranche is non-callable.

What is the aggregate principal amount of the issuance?

Combined principal totals $15.543 million across both tranches.

What is the minimum investment denomination for these notes?

Each note is offered in $1,000 denominations with $1,000 increments thereafter.

When will the first interest payment be made?

Both tranches pay first interest on 15 December 2025.

AG真人官方

[6-K] Sequans Communications S.A. American Current Report (Foreign Issuer)

Insights

FAQ

What is the coupon rate on Prudential Financial note CUSIP 74432BBA5?

When do the 74432BBB3 InterNotes mature?

Are the new Prudential InterNotes callable?

What is the aggregate principal amount of the issuance?

What is the minimum investment denomination for these notes?

When will the first interest payment be made?

NYSE:SQNS

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AG真人官方

Trending News

[6-K] Sequans Communications S.A. American Current Report (Foreign Issuer)

Insights

Fixed-Income Analyst neutral

Credit-Risk Specialist neutral

FAQ

What is the coupon rate on Prudential Financial note CUSIP 74432BBA5?

When do the 74432BBB3 InterNotes mature?

Are the new Prudential InterNotes callable?

What is the aggregate principal amount of the issuance?

What is the minimum investment denomination for these notes?

When will the first interest payment be made?

NYSE:SQNS

SQNS Rankings

SQNS Latest News

SQNS Latest SEC Filings

SQNS Stock Data