New York, April 28 – Knowles Corp. priced an upsized $150 million offering of 5.5-year convertible senior notes after the market closed on Thursday with a 3.25% coupon and a 37.5% initial conversion premium.
The notes came at the rich end of coupon talk, which had been set at 3.25% to 3.75% and richer than premium talk of 27.5% to 32.5%.
Knowles increased the size from a planned $125 million.
The greenshoe was increased to $22.5 million from $18.75 million, according to a news release.
J.P. Morgan Securities LLC is bookrunner and BofA Merrill Lynch is joint lead manager.
The notes are non-callable for life with no puts, and they have takeover protection.
In connection with the pricing of the notes, Knowles entered into privately negotiated convertible note hedge and warrant transactions with initial purchasers of the bonds, or a call spread. These transactions will raise the effective conversion premium from the issuer’s perspective to 57.5%.
Proceeds will be used to reduce borrowings outstanding under Knowles’ term loan facility, with a portion earmarked to pay the cost of the call spread.
Itasca, Ill.-based Knowles is a supplier of advanced micro-acoustic, specialty components and human interface services.
Issuer: | Knowles Corp.
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Issue: | Convertible senior notes
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Amount: | $150 million
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Greenshoe: | $22.5 million
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Maturity: | Nov. 1, 2021
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Coupon: | 3.25%
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Initial conversion premium: | 37.5%
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Conversion price: | $18.42
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Conversion rate: | 54.2741
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Call: | Non-callable
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Net share settlement: | Yes
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Contingent conversion: | Yes
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Bookrunner: | J.P. Morgan Securities LLC
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Lead manager: | BofA Merrill Lynch
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Co-managers: | HSBC Securities (USA) Inc., Wells Fargo Securities LLC and PNC Capital Markets LLC
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Pricing date: | April 28, after close
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Settlement: | May 4
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Distribution: | Rule 144A
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Stock ticker: | NYSE: KN
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Stock price: | $13.40 at close on April 28
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Market capitalization: | $1.33 billion
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Price talk: | 3.25% to 3.75%, up 27.5% to 32.5%
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Marketing: | Quick sale
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