By Abigail W. Adams
Portland, Me., Oct. 3 – Boingo Wireless, Inc. priced $175 million of five-year convertible notes after the market close on Tuesday at the midpoint of talk at par with a coupon of 1% and an initial conversion premium of 30%, according to a company news release.
Price talk had been for a coupon of 0.75% to 1.25% and an initial conversion premium of 27.5% to 32.5%, according to a market source.
BofA Merrill Lynch and Jefferies & Co. are joint bookrunners for the Rule 144A deal, which carries a greenshoe of $26.25 million.
The notes are contingently convertible until April 1, 2023. They are non-callable until Oct. 5, 2021 when they may be redeemed subject to a 130% hurdle.
Holders may require the company to repurchase the notes upon a fundamental change. There is dividend protection.
The notes will be settled in cash, shares or a combination of both.
In connection with the pricing, Boingo entered into capped call transactions with a cap price of $65.10, representing a premium of 100% over the last reported sales price of stock.
Net proceeds are expected to be $169.6 million, or $195.1 million if the greenshoe is exercised in full.
Proceeds will be used to cover the cost of the call spread, for potential acquisitions and strategic transactions and for general corporate purposes.
Boingo is a Los Angeles-based mobile internet services provider.
| Issuer: | Boingo Wireless Inc.
|
| Securities: | Convertible senior notes
|
| Amount: | $175 million
|
| Greenshoe: | $26.25 million
|
| Maturity: | Oct. 1, 2023
|
| Bookrunners: | BofA Merrill Lynch and Jefferies & Co.
|
| Coupon: | 1%
|
| Price: | Par
|
| Yield: | 1%
|
| Conversion premium: | 30%
|
| Conversion price: | $42.31
|
| Conversion rate: | 23.6323
|
| Call options: | Non-callable until Oct. 5, 2021 then subject to a 130% hurdle
|
| Put options: | Upon a fundamental change
|
| Pricing date: | Oct. 2
|
| Settlement date: | Oct. 5
|
| Distribution: | Rule 144A
|
| Talk: | Coupon of 0.75% to 1.25% and an initial conversion premium of 27.5% to 32.5%
|
| Stock symbol: | Nasdaq: WIFI
|
| Stock price: | $32.55 at market close Oct. 2
|
| Market capitalization: | $1.38 billion
|
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