By Stephanie N. Rotondo
Seattle, Oct. 7 – Macquarie Infrastructure Corp. priced $350 million of 2% seven-year convertible notes at par with an initial conversion premium of 35% on Thursday, the company said in an FWP filed with the Securities and Exchange Commission on Friday.
The deal was first announced on Wednesday. Price talk was for a yield of 2.25% to 2.75% and an initial conversion premium of 27.5% to 32.5%.
There is a $52.5 million over-allotment option.
J.P. Morgan Securities LLC, Barclays, BBVA Securities Inc., Regions Securities LLC and Wells Fargo Securities LLC are the joint bookrunners.
The initial conversion rate is 8.9364 shares per each $1,000 of notes, representing an initial conversion price of $111.90.
That is a 35% premium over the Oct. 6 closing share price of $82.89.
The notes can be converted after the calendar quarter ending Dec. 31 and prior to July 1, 2023 if the company’s stock crosses a 130% price hurdle. The notes can also be converted if the trading price of the debt is less than 98% of the product of the common stock price and the conversion rate for five consecutive trading days, or upon certain corporate events.
After July 1, 2023, the notes can be converted at any time up until the second trading day preceding the maturity date.
The conversion rate is subject to change in the event of a fundamental change. Holders can also require the company to repurchase the notes upon a fundamental change at par plus accrued interest.
Proceeds will be used for general corporate purposes, including, but not limited to, the closing of the proposed acquisition of the aviation facility at Stewart Airport in New York; the expansion of BEC by 130 MW; the closing of the proposed acquisition of the 80 MW Utah Red Hills solar power facility; the repayment of the outstanding balance on the company’s senior secured revolving credit facility; and, if the refinancing of the existing Atlantic Aviation credit agreement is completed, the repayment of a portion of the drawn revolving loan balance under the New AA Credit Agreement.
New York-based Macquarie Infrastructure owns, operates and invests in a diversified group of infrastructure businesses in the United States.
| Issuer: | Macquarie Infrastructure Corp.
|
| Securities: | Convertible notes
|
| Amount: | $350 million
|
| Greenshoe: | $52.5 million
|
| Maturity: | Oct. 1, 2023
|
| Bookrunners: | J.P. Morgan Securities LLC, Barclays, BBVA Securities Inc., Regions Securities LLC, Wells Fargo Securities LLC
|
| Co-managers: | Academy Securities Inc., Citizens Capital Markets Inc., Credit Agricole Securities (USA) Inc., Lazard Freres & Co. LLC, Macquarie Capital (USA) Inc., BofA Merrill Lynch, Oppenheimer & Co. Inc., PNC Capital Markets LLC, RBC Capital Markets LLC, SunTrust Robinson Humphrey Inc., U.S. Bancorp Investments, Inc.
|
| Coupon: | 2%
|
| Price: | Par of $1,000
|
| Yield: | 2%
|
| Conversion premium: | 35%
|
| Conversion price: | $111.90
|
| Conversion rate: | 8.9364 shares
|
| Pricing date: | Oct. 6
|
| Settlement date: | Oct. 13
|
| Talk: | 2.25% to 2.75% yield, up 27.5% to 32.5%
|
| Stock symbol: | NYSE: MIC
|
| Stock price: | $82.89 as of Oct. 6 close
|
| Market capitalization: | $6.81 billion
|
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