By Abigail W. Adams
Portland, Me., Jan. 7 – NeoGenomics Inc. priced an upsized $300 million of seven-year convertible notes after the market close on Wednesday at par at the rich end of talk with a coupon of 0.25% and an initial conversion premium of 35%, according to a company news release
Price talk was for a coupon of 0.25% to 0.75% and an initial conversion premium of 30% to 35%, according to a market source.
BofA Securities Inc., Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and SVB Leerink LLC were bookrunners for the registered offering, which carries an upsized greenshoe of $45 million.
The initial size of the offering was $250 million with a greenshoe of $37.5 million.
The notes are contingently convertible until Sept. 15, 2027.
They are non-callable until Jan. 20, 2025 and then subject to a 130% hurdle.
They are putable upon a fundamental change. There is dividend protection if dividends above $0.00 are paid per quarter.
In connection with the offering, the company entered into capped call transactions with a cap price of $85.75, which represents a premium of 75% over the last reported sales price of stock
The company also priced a concurrent secondary offering of $200 million, or 4,081,632 common shares, at a public offering price of $49.00. The secondary offering carries a greenshoe of $30 million, or 612,244 shares.
Proceeds will be used to cover the cost of the call spread and for general corporate purposes.
NeoGenomics is a Fort Myers, Fla.-based cancer genetics testing company.
| Issuer: | NeoGenomics Inc.
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| Securities: | Convertible senior notes
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| Amount: | $300 million
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| Greenshoe: | $45 million
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| Maturity: | Jan. 15, 2028
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| Bookrunners: | BofA Securities Inc., Morgan Stanley & Co. LLC, Goldman Sachs & Co. LLC and SVB Leerink LLC
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| Co-managers: | Craig-Hallum Capital Group LLC, Needham & Co., LLC, Raymond James & Associates, Inc. and Stephens Inc.
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| Coupon: | 0.25%
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| Price: | Par
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| Yield: | 0.25%
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| Conversion premium: | 35%
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| Conversion price: | $66.15
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| Conversion rate: | 15.1172
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| Call options: | Non-callable until Jan. 20, 2025 and then subject to a 130% hurdle
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| Put options: | Upon a fundamental change
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| Pricing date: | Jan. 6
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| Settlement date: | Jan. 11
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| Distribution: | Registered
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| Talk: | Coupon of 0.25% to 0.75% and initial conversion premium of 30% to 35%
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| Stock symbol: | Nasdaq: NEO
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| Stock price: | $49.00 in concurrent offering
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| Market capitalization: | $5.7 billion
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