Everbridge greenshoe lifts 1.5% convertibles due 2022 to $115 million

By Wendy Van Sickle

Columbus, Ohio, Nov. 20 – The underwriters of Everbridge Inc.’s 1.5% convertible notes due Nov. 1, 2022 exercised their $15 million over-allotment option in full, increasing the size of the issue to $115 million, according to an 8-K filing with the Securities and Exchange Commission.

As previously reported, the company priced $100 million of the convertibles on Nov. 16 to yield 1.5% with an initial conversion premium of 25%.

Concurrent to pricing, Everbridge entered into capped call transactions with affiliates of two of the underwriters and an additional financial institution, according to a previous 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 that closed Monday, stockholder Jamie Ellertson sold 650,000 shares at the Nov. 16 closing price of $26.97. 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.

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