By Abigail W. Adams
Portland, Me., Aug. 8 – Envista Holdings Corp. priced $435 million of five-year convertible notes (Baa3) after the market close on Monday at par with a coupon of 1.75% and an initial conversion premium of 32.5%, according to a company news release.
Price came wide of tightened talk for a coupon of 1% to 1.5% but on top of revised talk for an initial conversion premium of 32.5%
Initial price talk was for a coupon of 2% to 2.5% and an initial conversion premium of 27.5% to 32.5%.
J.P. Morgan Securities LLC (lead left), BofA Securities Inc., and Wells Fargo Securities LLC were bookrunners for the Rule 144A offering, which carries a greenshoe of $65.25 million.
The notes are non-callable until Aug. 17, 2026 and then subject to a 130% hurdle.
They are putable upon a fundamental change.
The notes will be settled in cash up to the principal amount with any remainder to be settled in cash, shares or a combination of both.
The company entered into privately negotiated transactions with holders of its 2.375% convertible notes due 2025 to exchange $401.2 million in principal of the notes for $403 million in cash and 8.4 million shares.
Net proceeds are expected to be $422.6 million or $486.1 million if the greenshoe is exercised in full.
Proceeds will be used to fund the cash portion of the exchange and for general corporate purposes, which may include retiring the remaining outstanding amount of the 2.375% convertible notes due 2025 through exchanges or redemptions.
Envista is a Brea, Calif-based dental equipment and supplies manufacturer.
| Issuer: | Envista Holdings Corp.
|
| Securities: | Convertible senior notes
|
| Amount: | $435 million
|
| Greenshoe: | $65.25 million
|
| Maturity: | Aug. 15, 2028
|
| Bookrunners: | J.P. Morgan Securities LLC (lead left), BofA Securities Inc., and Wells Fargo Securities LLC
|
| Coupon: | 1.75%
|
| Price: | Par
|
| Yield: | 1.75%
|
| Conversion premium: | 32.5%
|
| Conversion price: | $46.31
|
| Conversion rate: | 21.5942
|
| Call options: | Non-callable until Aug. 17, 2026 and then subject to a 130% hurdle
|
| Put options: | Upon a fundamental change
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| Pricing date: | Aug. 7
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| Settlement date: | Aug. 10
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| Distribution: | Rule 144A
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| Talk: | Tightened talk for a coupon of 1% to 1.5% and an initial conversion premium of 32.5%; initial price talk for a coupon of 2% to 2.5% and an initial conversion premium of 27.5% to 32.5%
|
| Stock symbol: | NYSE: NVST
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| Stock price: | $34.95 at market close Aug. 7
|
| Market capitalization: | $5.72 billion
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