By Abigail W. Adams
Portland, Me., June 2 – Livongo Health Inc. priced an upsized $475 million of five-year convertible notes after the market close on Monday at par with a coupon of 0.875% and an initial conversion premium of 27.5%, according to a company news release.
Pricing came toward the rich end of talk for a coupon of 0.75% to 1.25% and at the midpoint of talk for an initial conversion premium of 25% to 30%, according to a market source.
Morgan Stanley & Co. LLC (lead left), J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC were bookrunners for the Rule 144A offering, which carries an upsized greenshoe of $75 million.
The initial size of the offering was $400 million with a greenshoe of $60 million.
The notes are non-callable until June 5, 2023 and then subject to a 130% hurdle.
They will be settled in cash, shares or a combination of both at the company’s option.
In connection with the offering, the company entered into capped call transactions with a cap price of $118.54, which represents a premium of 100% over the last reported sales price of stock.
Net proceeds are expected to be $461.1 million, or $534 million if the greenshoe is exercised in full.
Approximately $60.3 million of proceeds will be used to cover the cost of the call spread with the remaining amount to be used for general corporate purposes.
Livongo Health is a Mountain View, Calif.-based data-based health coaching program with products that help with the management of chronic diseases.
Issuer: | Livongo Health Inc.
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Securities: | Convertible senior notes
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Amount: | $475 million
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Greenshoe: | $75 million
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Maturity: | June 1, 2025
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Bookrunners: | Morgan Stanley & Co. LLC (lead left), J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC
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Coupon: | 0.875%
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Price: | Par
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Yield: | 0.875%
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Conversion premium: | 27.5%
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Conversion price: | $75.57
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Conversion rate: | 13.2329
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Call options: | Non-callable until June 5, 2023 and then subject to a 130% hurdle
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Pricing date: | June 1
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Settlement date: | June 4
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Distribution: | Rule 144A
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Talk: | Coupon of 0.75% to 1.25% and initial conversion premium of 25% to 30%
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Stock symbol: | Nasdaq: LVGO
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Stock price: | $59.27 at market close June 1
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Market capitalization: | $5.8 billion
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