By Abigail W. Adams
Portland, Maine, Nov. 16 – Everbridge Inc. priced $100 million in five-year convertible notes Wednesday night to yield 1.5% with an initial conversion premium of 25%.
Pricing came at the midpoint of talk for a coupon of 1.25% to 1.75% and an initial conversion premium of 22.5% to 27.5%, according to market sources.
The deal carries a greenshoe of $15 million.
Concurrent to pricing, Everbridge entered into capped call transactions with affiliates of two of the underwriters and an additional financial institution, according to a company news release.
The hedge transactions raise the effective initial conversion premium from the issuer’s perspective to 75% and the price to $47.20.
The notes are non-callable for three years and then provisionally callable if the stock trades at or above 130% of the conversion price for 20 trading days, whether consecutive or not, out of 30 consecutive trading days. There is takeover protection.
In a separately underwritten deal, stockholder Jamie Ellertson is selling 650,000 shares at Wednesday’s closing price of $26.97, according to an SEC filing. Underwriters will have a 30-day option to purchase up to an additional 97,500 shares at the public offering price.
Everbridge will not receive any of the proceeds from the sale of the shares, according to a company news release.
BofA Merrill Lynch and Credit Suisse Securities (USA) LLC are acting as joint bookrunning managers for each of the offerings.
The deal is expected to generate $96.5 million. The company will use $11.2 million to cover the cost of capped call transactions and the remainder for general corporate purposes, according to an SEC filing.
Everbridge is a Burlington, Mass-based global software company specializing in software applications for critical incidents such as cyber-attacks.
| Issuer: | Everbridge Inc.
|
| Securities: | Convertible senior notes
|
| Amount: | $100 million
|
| Greenshoe: | $15 million
|
| Maturity: | Nov. 1, 2022
|
| Bookrunners: | BofA Merrill Lynch and Credit Suisse Securities (USA) LLC
|
| Co-managers: | Stifel Nicolaus & Co. Inc., KeyBanc Capital Markets, Canaccord Genuity, Needham & Co., Northland Capital Markets, Raymond James and William Blair
|
| Coupon: | 1.5%
|
| Price: | Par
|
| Yield: | 1.5%
|
| Conversion premium: | 25%
|
| Conversion price: | $33.71
|
| Conversion rate: | 29.6626
|
| Call options: | Non-callable for three years, provisionally callable if stock trades at or above 130% of the conversion price for 20 trading days out of 30
|
| Put options: | Upon a fundamental change
|
| Pricing date: | Nov. 15
|
| Settlement date: | Nov. 20
|
| Talk: | 1.25% to 1.75% yield, up 22.5% to 27.5%
|
| Stock symbol: | Nasdaq: EVBG
|
| Stock price: | $26.97 as of Nov. 15 close
|
| Market capitalization: | $770.5 million
|
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