By Abigail W. Adams
Portland, Me., March 10 – Vocera Communications Inc. priced $200 million of long five-year convertible notes after the market close on Tuesday at par with a coupon of 0.5% and an initial conversion premium of 35%, according to a company news release.
Pricing came at the midpoint of talk for a coupon of 0.25% to 0.75% and an initial conversion premium of 32.5% to 37.5%, according to a market source.
Morgan Stanley & Co. LLC, Piper Sandler & Co. and William Blair & Co., LLC are underwriters 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. There is dividend protection.
The notes will be settled in cash, shares or a combination of both at the company’s option.
Concurrently, the company entered into privately negotiated transactions to repurchase $102.9 million of the principal amount of its 1.5% convertible notes due 2023 for $103.4 million in cash and 1.3 million shares.
In connection with the offering, the company entered into capped call transactions with a cap price of $77.96, which represents a premium of 75% over the last reported sales price of stock.
Net proceeds are expected to be $193.9 million or will be $223.1 million if the greenshoe is exercised in full.
Proceeds will be used to cover the cost of the call spread, to fund the repurchase of the 1.5% convertible notes due 2023 and for general corporate purposes.
Remaining proceeds will be used for general corporate purposes.
Vocera is a San Jose, Calif.-based clinical communication and workflow solutions provider.
| Issuer: | Vocera Communications Inc.
|
| Securities: | Convertible senior notes
|
| Amount: | $200 million
|
| Greenshoe: | $30 million
|
| Maturity: | Sept. 15, 2026
|
| Bookrunners: | Morgan Stanley & Co. LLC, Piper Sandler & Co. and William Blair & Co., LLC
|
| Coupon: | 0.5%
|
| Price: | Par
|
| Yield: | 0.5%
|
| Conversion premium: | 35%
|
| Conversion price: | $60.14
|
| Conversion rate: | 16.6272
|
| Call options: | Non-callable until March 20, 2024 and then subject to a 130% hurdle
|
| Put options: | Upon a fundamental change
|
| Pricing date: | March 9
|
| Settlement date: | March 12
|
| Distribution: | Rule 144A
|
| Talk: | Coupon of 0.25% to 0.75% and initial conversion premium of 32.5% to 37.5%
|
| Stock symbol: | NYSE: VCRA
|
| Stock price: | $44.55 at market close March 9
|
|
|
| Market capitalization: | $1.46 billion
|
|
|
© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere.
For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.
