By Evan Weinberger
New York, Dec. 5 - Hologic, Inc. priced an upsized $1.5 billion in convertible senior notes due Dec. 15, 2037 with a 25% initial conversion premium Tuesday after market close. The convertibles will carry a 2% cash coupon for the first six years.
Beginning in 2013, the convertibles will accrete at a 2% rate with a contingent cash coupon of 0.4% of the trading price subject to a 120% threshold.
The deal came in at the mid range of talk, which had been a 1.75% to 2.25% initial coupon and a 22.5% to 27.5% initial conversion premium. The deal was originally announced at $1.3 billion in principal amount.
Goldman Sachs is the bookrunner of the registered transaction.
There is an upsized $225 million over-allotment option. The greenshoe was originally announced at $195 million.
The settlement date is expected to be Dec. 10.
The conversion price is $77.1875 and the conversion ratio is 12.9555.
The convertibles are callable beginning Dec. 18, 2013 at 100%. There are put options on Dec. 13, 2013 and Dec. 18 in each of 2017, 2022, 2027 and 2032.
The convertibles have full dividend protection in the form of a conversion ratio adjustment. There is fundamental change protection, but no public acquirer change of control waiver.
Hologic is a Bedford, Mass.-based is a diagnostic and medical product and device maker that focuses on women's health. Proceeds from the convertibles will go toward repayment of outstanding senior secured debt.
Issuer: Hologic, Inc.
Issue: Convertible senior notes
Amount: $1.5 billion
Greenshoe: $225 million
| Maturity: | Dec. 15, 2037
|
| Coupon: | 2% for the first six years, then principal accretes at 2%
|
| Price: | Par
|
| Yield: | 2%
|
| Conversion premium: | 25%
|
| Conversion price: | $77.1875
|
| Conversion ratio: | 12.9555
|
| Contingent payment: | 120%
|
| Call: | Beginning Dec. 18, 2013
|
| Put: | Dec. 18, 2013 and Dec. 13 in each of 2017, 2022, 2027 and 2032
|
| Bookrunner: | Goldman Sachs
|
| Distribution: | SEC registered
|
| Pricing date: | Dec. 4
|
| Settlement date: | Dec. 10
|
| Talk: | 1.75% to 2.25% initial coupon, 22.5% to 27.5% initial conversion premium; $1.3 billion principal; $195 million greenshoe
|
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