By Abigail W. Adams
Portland, Me., March 5 – NanoString Technologies Inc. priced an upsized $200 million of five-year convertible notes after the market close on Wednesday at par with a coupon of 2.625% and an initial conversion premium of 40%, according to a company news release.
Pricing came at the midpoint of talk for a coupon of 2.375% to 2.875% and an initial conversion premium of 37.5% to 42.5%, according to a market source.
J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC were bookrunners for the Rule 144A offering, which carries an upsized greenshoe of $30 million.
The initial size of the deal was $175 million with a greenshoe of $26.25 million.
The notes are contingently convertible until Dec. 1, 2024.
They are non-callable until March 5, 2023 and then subject to a 130% hurdle with a make-whole.
The notes are putable upon a fundamental change.
Net proceeds are expected to be $193.5 million, or $222.6 million if the greenshoe is exercised in full.
Approximately $89 million of the proceeds will be used to terminate the company’s senior term loan facility.
Remaining proceeds will be used for general corporate purposes, including the continued development of its GeoMx Digital Spatial Profiling system, the commercialization of its nCounter-based products and for working capital.
NanoString Technologies is a Seattle-based biotech company specializing in cancer diagnostic tools.
| Issuer: | NanoString Technologies Inc.
|
| Securities: | Convertible senior notes
|
| Amount: | $200 million
|
| Greenshoe: | $30 million
|
| Maturity: | March 1, 2025
|
| Bookrunners: | J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC
|
| Co-managers: | Robert W. Baird & Co. Inc., Stifel, Nicolaus & Co., Inc. and UBS Securities LLC
|
| Coupon: | 2.625%
|
| Price: | Par
|
| Yield: | 2.625%
|
| Conversion premium: | 40%
|
| Conversion price: | $47.81
|
| Conversion rate: | 20.9161
|
| Call options: | Non-callable until March 5, 2023 and then subject to a 130% hurdle with a make-whole
|
| Put options: | Upon a fundamental change
|
| Pricing date: | March 4
|
| Settlement date: | March 9
|
| Distribution: | Rule 144A
|
| Talk: | Coupon of 2.375% to 2.875% and initial conversion premium of 37.5% to 42.5%
|
| Stock symbol: | Nasdaq: NSTG
|
| Stock price: | $34.15 at market close March 4
|
| Market capitalization: | $1.26 billion
|
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