By Abigail W. Adams
Portland, Me., Sept. 10 – BigCommerce Holdings Inc. priced $300 million of five-year convertible notes after the market close on Thursday at par with a coupon of 0.25% and an initial conversion premium of 37.5%, according to a company news release.
Pricing came at the midpoint of talk for a coupon of 0% to 0.5% and at the rich end of talk for an initial conversion premium of 32.5% to 37.5%, according to a market source.
Morgan Stanley & Co. LLC (lead left), BofA Securities Inc. and Goldman Sachs & Co. LLC were bookrunners for the Rule 144A offering, which carries a greenshoe of $45 million.
The notes are non-callable until Oct. 7, 2024 and then subject to a 130% hurdle.
They are putable upon a fundamental change.
The convertibles will be settled in cash, shares or a combination of both at the company’s option.
In connection with the offering, the company will enter into a capped call transaction with a cap price of $106.34, which represents a premium of 100% over the last reported sales price of stock.
Net proceeds are expected to be $291.1 million or will be $334.8 million if the greenshoe is exercised in full.
Approximately $30.9 million of net proceeds will be used to cover the cost of the call spread with the remaining amount to be used for general corporate purposes.
BigCommerce is an Austin, Tex.-based software-as-a-service e-commerce platform.
| Issuer: | BigCommerce Holdings Inc.
|
| Securities: | Convertible senior notes
|
| Amount: | $300 million
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| Greenshoe: | $45 million
|
| Maturity: | Oct. 1, 2026
|
| Bookrunners: | Morgan Stanley & Co. LLC (lead left), BofA Securities Inc. and Goldman Sachs & Co. LLC
|
| Coupon: | 0.25%
|
| Price: | Par
|
| Yield: | 0.25%
|
| Conversion premium: | 37.5%
|
| Conversion price: | $73.11
|
| Conversion rate: | 13.6783
|
| Call options: | Non-callable until Oct. 7, 2024 and then subject to a 130% hurdle
|
| Put options: | Upon a fundamental change
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| Pricing date: | Sept. 9
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| Settlement date: | Sept. 14
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| Distribution: | Rule 144A
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| Talk: | Coupon of 0% to 0.5% and initial conversion premium of 32.5% to 37.5%
|
| Stock symbol: | Nasdaq: BIGC
|
| Stock price: | $53.17 at market close Sept. 9
|
| Market capitalization: | $3.78 billion
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