By Abigail W. Adams
Portland, Me., March 23 – Groupon Inc. priced $200 million of five-year convertible notes after the market close on Monday at par with a coupon of 1.125% and an initial conversion premium of 30%, according to a company news release.
Pricing came at the cheap end of talk for a coupon of 0.625% to 1.125% and at the midpoint of talk for an initial conversion premium of 27.5% to 32.5%, according to a market source.
Morgan Stanley & Co. LLC was lead left bookrunner for the Rule 144A offering, which carries a greenshoe of $30 million.
The notes are non-callable until March 20, 2024 and then subject to a 130% hurdle.
They are putable upon a fundamental change.
In connection with the pricing of the notes, the company entered into capped call transactions with a cap price of $104.80, which represents a premium of 100% over the last reported sales price of stock.
Proceeds are expected to be $193 million or will be $222 million if the greenshoe is exercised in full.
Proceeds will be used to cover the cost of the call spread and to repay or repurchase prior to or at maturity its 3.25% convertible notes due 2022.
Groupon is a Chicago-based e-commerce marketplace.
| Issuer: | Groupon Inc.
|
| Securities: | Convertible senior notes
|
| Amount: | $200 million
|
| Greenshoe: | $30 million
|
| Maturity: | March 15, 2026
|
| Bookrunner: | Morgan Stanley & Co. LLC
|
| Coupon: | 1.125%
|
| Price: | Par
|
| Yield: | 1.125%
|
| Conversion premium: | 30%
|
| Conversion price: | $68.12
|
| Conversion rate: | 14.6800
|
| Call options: | Non-callable until March 20, 2024 and then subject to a 130% hurdle
|
| Put options: | Upon a fundamental change
|
| Pricing date: | March 22
|
| Settlement date: | March 25
|
| Distribution: | Rule 144A
|
| Talk: | Coupon of 0.625% to 1.125% and initial conversion premium of 27.5% to 32.5%
|
| Stock symbol: | Nasdaq: GRPN
|
| Stock price: | $52.40 at market close March 22
|
| Market capitalization: | $1.52 billion
|
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