By Abigail W. Adams
Portland, Me., May 20 – Model N Inc. priced $150 million of five-year convertible notes after the market close on Tuesday at par at the cheap end of talk with a coupon of 2.625% and an initial conversion premium of 27.5%, according to a market source.
Price talk was for a coupon of 2.125% to 2.625% and an initial conversion premium of 27.5% to 32.5%, according to a market source.
Morgan Stanley & Co. LLC was the bookrunner for the Rule 144A offering, which carries a greenshoe of $22.5 million.
The notes are contingently convertible until March 1, 2025. They are non-callable until June 6, 2023 and then subject to a 130% hurdle.
The notes will be settled in cash, shares or a combination of both at the company’s option.
They are putable upon a fundamental change.
Approximately $40 million of the proceeds will be used to repay outstanding debt and terminate the company’s credit facilities with the remaining amount for general corporate purposes, which may include strategic transactions and potential acquisitions.
Model N is a San Mateo, Calif.-based software company.
Issuer: | Model N Inc.
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Securities: | Convertible senior notes
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Amount: | $150 million
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Greenshoe: | $22.5 million
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Maturity: | June 1, 2025
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Bookrunner: | Morgan Stanley & Co. LLC
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Coupon: | 2.625%
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Price: | Par
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Yield: | 2.625%
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Conversion premium: | 27.5%
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Conversion price: | $33.33
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Conversion rate: | 30.0044
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Call options: | Non-callable until June 6, 2023 and then subject to a 130% hurdle
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Put options: | Upon a fundamental change
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Pricing date: | May 19
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Settlement date: | May 22
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Distribution: | Rule 144A
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Talk: | Coupon of 2.125% to 2.625% and initial conversion premium of 27.5% to 32.5%
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Stock symbol: | NYSE: MODN
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Stock price: | $26.14 at market close May 19
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Market capitalization: | $896 million
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