By William Gullotti
Buffalo, N.Y., Nov. 15 – NFI Group Inc. entered into an agreement with a syndicate of underwriters for an offering of C$250 million of 5% convertible senior debentures due Jan. 15, 2027 as part of a bought deal offering, according to a press release on Monday and information from a market source.
The fixed conversion premium is 35%.
The issue comes with three years of call protection and there is a 125% hurdle.
Absent a fundamental change, the debentures are non-putable.
The debentures can be settled after a conversion in either cash or shares. Subject to certain conditions, the issuer can opt to repay the principal at maturity in shares.
There is dividend protection of C$0.2125 initially as a quarterly dividend threshold.
The joint bookrunner for the deal are BMO Capital Markets, CIBC Capital Markets, National Bank Financial and Scotiabank.
As part of the deal, underwriters also agreed to purchase 6.11 million common shares of NFI Group at a price of C$24.55 per share, raising total proceeds for the company to approximately C$400 million.
The underwriters will have 30 days after the close of the offering to purchase an additional C$37.5 million of the debentures and an additional 916,500 common shares.
Proceeds from the Rule 144A and Regulation S offering will be used to reduce the outstanding balance of the company’s existing senior credit facilities.
NFI Group is a bus manufacturer based in Winnipeg, Man.
Issuer: | NFI Group Inc.
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Securities: | Convertible senior debentures
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Amount: | C$250 million
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Greenshoe: | C$37.5 million
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Maturity: | Jan. 15, 2027
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Bookrunners: | BMO Capital Markets, CIBC Capital Markets, National Bank Financial and Scotiabank
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Coupon: | 5%
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Price: | Par
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Yield: | 5%
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Conversion premium: | 35%
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Conversion price: | C$33.15
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Conversion rate: | 30.1659
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Call options: | Three years of call protection, then subject to 125% hurdle
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Put options: | Non-putable except for fundamental change
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Pricing date: | Nov. 15
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Settlement date: | Dec. 2
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Distribution: | Rule 144A and Regulation S, Canada
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Stock symbol: | TSX: NFI
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Stock reference price: | C$26.38 on Nov. 15
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Market capitalization: | C$1.87 billion
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