Chicago, May 26 – Tilray Brands, Inc. priced $150 million of 5.2% four-year convertible notes after the market closed on Thursday at par with an initial conversion premium of 12.5%, according to a press release and filings with the Securities and Exchange Commission.
Initial price talk was for a coupon of 5% to 5.25%. The initial conversion premium was fixed at 12.5%.
BofA Securities Inc., Jefferies LLC and TD Securities (USA) LLC are bookrunners for the Securities and Exchange Commission-registered offering, which carries a greenshoe of $22.5 million.
The notes due June 15, 2027 are non-callable until June 20, 2025 and then subject to a 130% hurdle.
They are putable upon a fundamental change.
Concurrently, the company entered into stock lending arrangements with an affiliate of Jefferies LLC with newly issued shares to help facilitate hedging activity.
Proceeds will be used to repurchase a portion of the company’s 5% convertible notes due 2023 and 5.25% convertible notes due 2024 in privately negotiated transactions and for short- and intermediate-term investments.
Tilray is a Leamington, Ont.-based cannabis and consumer packaged goods company.
| Issuer: | Tilray Brands, Inc.
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| Amount: | $150 million
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| Greenshoe: | $22.5 million
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| Issue: | Convertible senior notes
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| Maturity: | June 15, 2027
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| Bookrunners: | BofA Securities Inc., Jefferies LLC and TD Securities (USA) LLC
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| Trustee: | Computershare Trust Co., NA
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| Counsel to issuer: | DLA Piper LLP (US)
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| Counsel to underwriters: | Goodwin Procter LLP
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| Coupon: | 5.2%
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| Price: | Par
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| Yield: | 5.2%
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| Conversion premium: | 12.5%
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| Conversion price: | $2.66 per share
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| Conversion rate: | 376.6478
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| Call features: | Non-callable until June 20, 2025; then subject to 130% hurdle
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| Change of control: | Yes and conversion rate would increase
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| Pricing date: | May 25
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| Settlement date: | May 31
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| Distribution: | SEC registered
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| Price talk: | Coupon of 5% to 5.25%; initial conversion premium of 12.5%
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| Stock symbol: | Nasdaq: TLRY
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| Stock price: | $2.36 on May 25
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| Market capitalization: | $1.46 billion
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| Cusip: | 88688TAC4
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