Inotiv greenshoe exercised, lifts 3.25% convertibles to $140 million

By Devika Patel

Knoxville, Tenn., Sept. 27 – Underwriters for Inotiv Inc.'s offering of 3.25% six-year convertible notes exercised their over-allotment option in full for $15 million more of the convertibles, increasing the size of the issue to $140 million, the company said in an 8-K filed with the Securities and Exchange Commission.

As previously reported, the company sold the notes at par on Sept. 22, in a Rule 144A offering via bookrunner Jefferies LLC.

The convertibles have an initial conversion premium of 35% and a $46.05 initial conversion price, which equals a conversion ratio of 21.7162.

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.

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