Everbridge talks $275 million five-year convertible notes to yield 0%, up 37.5% to 42.5%

By Abigail W. Adams

Portland, Me., March 8 – Everbridge Inc. plans to price $275 million of five-year convertible notes after the market close on Monday with price talk for a fixed coupon of 0% and an initial conversion premium of 37.5% to 42.5%, according to a market source.

Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, BofA Securities Inc., Wells Fargo Securities LLC, BMO Capital Markets Corp., Truist, and RBC Capital Markets Corp. are joint bookrunners for the Rule 144A offering, which carries a greenshoe of $50 million.

The notes are non-callable for three years and then subject to a 130% hurdle.

There is dividend and takeover protection.

Concurrently, with the new offering, the company will repurchase a portion of its 1.5% convertible notes due 2022 for cash and shares in privately negotiated transactions.

In connection with the offering, the company will enter into capped call transactions.

Proceeds will be used to fund the cost of the call spread and fund the repurchase of its 1.5% convertible notes due 2022 with the remaining amount to be used for general corporate purposes.

Everbridge is a Burlington, Mass.-based enterprise software company.

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