By Rebecca Melvin
New York, March 10 – CSG Systems International Inc. priced $200 million of 20-year convertible notes after the market close on Wednesday at par to yield 4.25% with an initial conversion premium of 40%, according to a news release.
Pricing of the Rule 144A deal came toward the rich end of 4.125% to 4.5% coupon talk and at the cheap end of 40% to 42.5% premium talk.
There is a $30 million greenshoe for the deal, which was sold via bookrunners Stifel, Nicolaus & Co. Inc. and RBC Capital Markets LLC.
The notes are non-callable for four years and then are provisionally callable for two years if the stock price exceeds 130% of the conversion price. After that the notes are freely callable. There are puts on March 15, 2022, March 15, 2026 and March 15, 2031.
There is takeover protection and dividend protection for dividends above $0.185 per share per quarter. The notes will be settled in cash, shares or a combination of cash and shares.
About $106 million of the proceeds will be used to repurchase a portion of CSG Systems’ existing 3% convertible senior notes due 2017, with remaining proceeds to be used for general corporate purposes.
Englewood, Colo.-based CSG provides billing and customer services for the cable, satellite, advanced internet protocol services, mobile and fixed wireline markets.
| Issuer: | CSG Systems International Inc.
|
| Issue: | Convertible senior notes
|
| Amount: | $200 million
|
| Greenshoe: | $30 million
|
| Maturity: | March 15, 2036
|
| Bookrunners: | Stifel Nicolaus & Co. Inc., RBC Capital markets LLC
|
| Coupon: | 4.25%
|
| Price: | Par
|
| Yield: | 4.25%
|
| Conversion premium: | 40%
|
| Conversion price: | $57.26
|
| Conversion ratio: | 17.4642
|
| Call: | Non-callable until March 20, 2020, then provisionally callable for two years if shares exceed 130% of the conversion price. Freely callable thereafter
|
| Puts: | March 15, 2022, March 15 2026, March 15, 2031
|
| Takeover protection: | Yes, via make whole prior to March 15, 2022
|
| Dividend protection: | Yes, for dividends above $0.185 per share
|
| Net share settlement: | Yes
|
| Price talk: | 4.125%-4.5%, up 40%-42.5%
|
| Pricing date: | March 9
|
| Settlement date: | March 15
|
| Distribution: | Rule 144A
|
| Stock symbol: | Nasdaq: CSGS
|
| Stock price: | $40.90 at close March 9
|
| Market capitalization: | $1.31 billion
|
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