By Abigail W. Adams
Portland, Me., March 11 – BlackLine Inc. priced $1 billion of five-year convertible notes after the market close on Wednesday at par with a coupon of 0% and an initial conversion premium of 42.5%, according to a company news release.
Pricing came at the rich end of talk for a coupon of 0% to 0.5% and at the cheap end of talk for an initial conversion premium of 42.5% to 47.5%, according to a market source.
Morgan Stanley & Co. LLC was lead left bookrunner for the Rule 144A offering, which carries a greenshoe of $150 million.
The notes are non-callable until March 20, 2024 and then subject to a 130% premium.
They are putable upon a fundamental change.
They will be settled in cash, shares or a combination of both at the company’s option.
In connection with the offering, the company entered into capped call transactions with a cap price of $233.31, which represents a premium of 100% over the volume-weighted average price of stock on Wednesday.
Net proceeds are expected to be $981.35 million or will be $1.129 billion if the greenshoe is exercised in full.
Approximately $432.2 million of net proceeds will be used to repurchase up to $250 million of the principal amount of the 0.125% convertible notes due 2024.
Remaining proceeds will be used for general corporate purposes, which may include potential acquisitions and strategic transactions.
BlackLine is a Los Angeles-based cloud-based accounting and finance software company.
| Issuer: | BlackLine Inc.
|
| Securities: | Convertible senior notes
|
| Amount: | $1 billion
|
| Greenshoe: | $150 million
|
| Maturity: | March 15, 2026
|
| Bookrunner: | Morgan Stanley & Co. LLC
|
| Coupon: | 0%
|
| Price: | Par
|
| Yield: | 0%
|
| Conversion premium: | 42.5%
|
| Conversion price: | $166.23
|
| Conversion rate: | 6.0156
|
| Call options: | Non-callable until March 20, 2024 and then subject to a 130% premium
|
| Put options: | Upon a fundamental change
|
| Pricing date: | March 10
|
| Settlement date: | March 15
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| Distribution: | Rule 144A
|
| Talk: | Coupon of 0% to 0.5% and initial conversion premium of 42.5% to 47.5%
|
| Stock symbol: | Nasdaq: BL
|
| Stock price: | $116.655 VWAP on March 10
|
| Market capitalization: | $6.39 billion
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