By Abigail W. Adams
Portland, Me., Jan. 10 – MongoDB Inc. priced an upsized $1 billion of six-year convertible notes after the market close on Thursday at par with a coupon of 0.25% and an initial conversion premium of 42.5%, according to a company news release.
Pricing came in line with revised talk for a coupon of 0.25% and at the rich end of talk for an initial conversion premium of 40% to 42.5%, according to a market source.
Initial price talk was for a coupon of 0% to 0.5% and an initial conversion premium of 37.5% to 42.5%.
Morgan Stanley & Co. LLC (lead left), Goldman Sachs & Co. LLC and Barclays are the bookrunners on the Rule 144A offering, which carries an upsized greenshoe of $150 million.
The initial size of the offering was $750 million with a greenshoe of $112.5 million.
The notes are non-callable until Jan. 20, 2023 and then subject to a 130% hurdle. There are no puts.
The notes will be settled in cash, shares or a combination of both at the company’s option.
In connection with the pricing of the notes, MongoDB will enter into capped call transactions with a cap price of $296.4, which represents a 100% premium over the stock reference price for the convertible notes.
Net proceeds are expected to be $980 million, or $1.13 billion if the greenshoe is exercised in full.
Approximately $80.8 million will be used to cover the cost of the call spread, and $479.2 million will be used to repurchase for cash about $210 million of the company’s outstanding 0.75% convertible notes due 2024 in privately negotiated transactions.
Remaining proceeds will be used for working capital and general corporate purposes, which may include acquisitions or investments.
MongoDB is a New York-based document-oriented database program.
| Issuer: | MongoDB Inc.
|
| Securities: | Convertible senior notes
|
| Amount: | $1 billion
|
| Greenshoe: | $150 million
|
| Maturity: | Jan. 15, 2026
|
| Bookrunners: | Morgan Stanley & Co. LLC (lead left), Goldman Sachs & Co. LLC and Barclays
|
| Coupon: | 0.25%
|
| Price: | Par
|
| Yield: | 0.25%
|
| Conversion premium: | 42.5%
|
| Conversion price: | $211.20
|
| Conversion rate: | 4.7349
|
| Call options: | Non-callable until Jan. 20, 2023 and then subject to a 130% hurdle
|
| Put options: | None
|
| Pricing date: | Jan. 9
|
| Settlement date: | Jan. 14
|
| Distribution: | Rule 144A
|
| Talk: | Coupon of 0.25% and initial conversion premium of 40%-42.5%, revised from initial talk of 0%-0.5% coupon and premium of 37.5%-42.5%
|
| Stock symbol: | Nasdaq: MDB
|
| Stock reference price: | $148.2101
|
| Market capitalization: | $8.5 billion
|
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