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Published on 5/20/2020 in the Prospect News Convertibles Daily.

New Issue: Model N prices $150 million five-year convertible notes to yield 2.625%, up 27.5%

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.
Securities:Convertible senior notes
Amount:$150 million
Greenshoe:$22.5 million
Maturity:June 1, 2025
Bookrunner:Morgan Stanley & Co. LLC
Coupon:2.625%
Price:Par
Yield:2.625%
Conversion premium:27.5%
Conversion price:$33.33
Conversion rate:30.0044
Call options:Non-callable until June 6, 2023 and then subject to a 130% hurdle
Put options:Upon a fundamental change
Pricing date:May 19
Settlement date:May 22
Distribution:Rule 144A
Talk:Coupon of 2.125% to 2.625% and initial conversion premium of 27.5% to 32.5%
Stock symbol:NYSE: MODN
Stock price:$26.14 at market close May 19
Market capitalization:$896 million

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