By Kenneth Lim
Boston, June 15 - Blackboard Inc. priced $150 million of 20-year convertible senior notes within talk on Thursday to yield 3.25% with an initial conversion premium of 62%.
The convertibles were offered at par. The deal was talked at a coupon of 3% to 3.25% and an initial conversion premium of 60% to 65%.
There is an over-allotment option for a further $15 million.
Credit Suisse was the bookrunner of the registered offering.
If Blackboard's common stock trades above the conversion price, which is initially $64.85 per share, the conversion rate will be increased by up to an additional 9.5605 shares per note. That increment is an additional 0.62 times the base conversion rate.
The convertibles are non-callable for the first four years and may be put in years four, 10 and 15.
There is a contingent conversion trigger at 130% of the conversion price.
The convertibles have dividend and takeover protection.
Blackboard, a Washington-based provider of enterprise learning software applications, said $19.4 million of the proceeds will be used to repay an outstanding senior secured term loan with the remainder earmarked for general purposes.
| Issuer: | Blackboard Inc.
|
| Issue: | Convertible senior notes
|
| Bookrunner: | Credit Suisse
|
| Amount: | $150 million
|
| Greenshoe: | $15 million
|
| Maturity: | July 1, 2027
|
| Coupon: | 3.25%
|
| Price: | Par
|
| Yield: | 3.25%
|
| Conversion premium: | 62%
|
| Conversion price: | $64.85
|
| Conversion ratio: | 15.4202
|
| Incremental shares: | Up to an additional 9.5605 shares per note upon conversion if stock trades above conversion price
|
| Contingent conversion: | 130%
|
| Dividend protection: | Yes
|
| Takeover protection: | Yes
|
| Call protection: | Non-callable before July 1, 2011
|
| Puts: | July 1, 2011; July 1, 2017; July 1, 2022
|
| Price talk: | 3%-3.25%, up 60%-65%
|
| Pricing date: | June 14, after the close
|
| Settlement date: | June 20
|
| Distribution: | Registered
|
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