Chicago, Sept. 22 – Inotiv Inc. sold an upsized offering of $125 million of 3.25% six-year convertible notes with an initial conversion premium of 35%, according to a press release.
The offer was originally expected to be sized at $110 million and had coupon talk of 3% to 3.5%. The initial conversion premium was expected to be between 30% to 35%.
Jefferies LLC is bookrunner for the Rule 144A offering, which carries a downsized greenshoe of $15 million for 13 days from the first issue date. Initially, the greenshoe was a standard 15% over-allotment option at $16.5 million.
The convertible notes will be guaranteed by subsidiary BAS Evansville, Inc.
The notes are non-callable until Oct. 15, 2024 and then subject to a 130% hurdle.
However, the notes are callable at a redemption price of 101 if the company has not completed its acquisition of Envigo RMS Holding Corp. by Oct. 3, 2022.
Noteholders can convert their notes only due to certain events until April 15, 2027, when they can be freely converted until one day before the maturity date.
Conversions can be settled in cash, shares or a combination of both at the option of the issuer.
The convertibles are putable upon a fundamental change.
Proceeds, together with proceeds from a new senior secured term loan facility, will be used to fund the acquisition of Envigo.
Inotiv is a West Lafayette, Ind.-based biotechnology company.
| Issuer: | Inotiv Inc.
|
| Guarantor: | BAS Evansville, Inc.
|
| Securities: | Convertible notes
|
| Amount: | $125 million
|
| Greenshoe: | $15 million
|
| Maturity: | Oct. 15, 2027
|
| Placement agent: | Jefferies LLC
|
| Coupon: | 3.25%
|
| Price: | Par
|
| Yield: | 3.25%
|
| Conversion premium: | 35%
|
| Conversion price: | $46.05
|
| Conversion rate: | 21.7162
|
| Call options: | Non-callable until Oct. 15, 2024, then subject to a 130% hurdle
|
| Pricing date: | Sept. 22
|
| Settlement date: | Sept. 27
|
| Distribution: | Rule 144A
|
| Stock reference price: | $34.11 at market close on Sept. 22
|
| Stock symbol: | Nasdaq: NOTV
|
| Market capitalization: | $542.85 million
|
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