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Published on 4/28/2016 in the Prospect News Convertibles Daily.

New Issue: Knowles prices upsized $150 million 5.5-year convertibles to yield 3.25%, up 37.5%

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.
Issue:Convertible senior notes
Amount:$150 million
Greenshoe:$22.5 million
Maturity:Nov. 1, 2021
Coupon:3.25%
Initial conversion premium:37.5%
Conversion price:$18.42
Conversion rate:54.2741
Call:Non-callable
Net share settlement:Yes
Contingent conversion:Yes
Bookrunner:J.P. Morgan Securities LLC
Lead manager:BofA Merrill Lynch
Co-managers:HSBC Securities (USA) Inc., Wells Fargo Securities LLC and PNC Capital Markets LLC
Pricing date:April 28, after close
Settlement:May 4
Distribution:Rule 144A
Stock ticker:NYSE: KN
Stock price:$13.40 at close on April 28
Market capitalization:$1.33 billion
Price talk:3.25% to 3.75%, up 27.5% to 32.5%
Marketing:Quick sale

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