Supernus greenshoe lifts five-year convertibles to $402.5 million

By Wendy Van Sickle

Columbus, Ohio, March 20 – Underwriters for Supernus Pharmaceuticals, Inc.’s 0.625% five-year convertible notes fully exercised their $52.5 million greenshoe, lifting the total deal size to $402.5 million, according to an 8-K filing with the Securities and Exchange Commission.

As previously reported, the company priced $350 million of convertibles prior to the market open on Thursday with a coupon of 0.625% and an initial conversion premium of 37.5%.

Pricing came richer than price talk for a coupon of 0.75% to 1.25% and at the rich end of talk for an initial conversion premium of 32.5% to 37.5%.

Jefferies & Co., J.P. Morgan Securities LLC and Cowen & Co. LLC were the bookrunners for the Rule 144A deal.

The notes are non-callable. They are puttable upon a fundamental change.

The notes are contingently convertible until Oct. 1, 2022.

Conversion will be settled in cash, shares, or a combination of both, at the company’s option.

There is dividend protection.

In connection with the offering, the company will enter into convertible note hedge and warrant transactions. The strike price on the warrant transactions is $80.91, representing a premium of 87.5% from the company’s perspective, according to a company news release.

Proceeds will be used to cover the costs of the call spread and for general corporate purposes.

Supernus Pharmaceuticals is a Rockville, Md.-based specialty pharmaceutical company focused on the treatment of central nervous system diseases.

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