By Abigail W. Adams
Portland, Me., March 15 – Supernus Pharmaceuticals, Inc. priced $350 million in five-year convertible notes prior to the market open on Thursday with a coupon of 0.625% and an initial conversion premium of 37.5%.
Pricing came richer than price talk for a coupon of 0.75% to 1.25% and at the rich end of talk for an initial conversion premium of 32.5% to 37.5%, according to a market source.
Jeffries & Co., J.P. Morgan Securities LLC and Cowen Group are the bookrunners for the Rule 144A deal, which carries a greenshoe of $52.5 million.
The notes are non-callable. They are puttable upon a fundamental change.
The notes are contingently convertible until Oct. 1, 2022.
Conversion will be settled in cash, shares, or a combination of both, at the company’s option.
There is dividend protection.
In connection with the offering, the company will enter into convertible note hedge and warrant transactions. The strike price on the warrant transactions is $80.91, representing a premium of 87.5% from the company’s perspective, according to a company news release.
Proceeds are expected to be $340.2 million or $391.2 million if the greenshoe is fully exercised. Proceeds will be used to cover the costs of the call spread and for general corporate purposes.
Supernus Pharmaceuticals is a Rockville, Md.-based specialty pharmaceutical company focused on the treatment of central nervous system diseases.
| Issuer: | Supernus Pharmaceuticals Inc.
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| Securities: | Convertible senior notes
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| Amount: | $350 million
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| Greenshoe: | $52.5 million
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| Maturity: | April 1, 2023
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| Bookrunners: | Jeffries & Co., J.P. Morgan Securities LLC, and Cowen Group
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| Coupon: | 0.625%
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| Price: | Par
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| Conversion premium: | 37.5%
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| Conversion price: | $59.33
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| Conversion rate: | 16.8545
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| Call options: | Non-callable
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| Put options: | Upon a fundamental change
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| Pricing date: | March 15, before open
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| Settlement date: | March 19
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| Talk: | Coupon of 0.75% to 1.25%, initial conversion premium of 32.5% to 37.5%
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| Stock symbol: | Nasdaq: SUPN
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| Stock price: | $43.15
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| Market capitalization: | $2.23 billion
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