By Abigail W. Adams
Portland, Me., Dec. 8 – Cutera Inc. priced $100 million of seven-year convertible notes after the market close on Wednesday at par at the midpoint of talk with a coupon of 4% and an initial conversion premium of 17.5%, according to a company news release and a market source.
Price talk was for a coupon of 3.75% to 4.25% and an initial conversion premium of 15% to 20%.
Stifel Financial Corp. was the bookrunner for the Rule 144A offering, which carries a greenshoe of $20 million.
The notes are non-callable until Dec. 5, 2025 and then subject to a 130% hurdle.
They are putable upon a fundamental change.
The notes will be settled in cash, shares or a combination of both at the company’s option.
In connection with the offering, the company entered into capped call transactions with a cap price of $99.32, which represents a 100% premium over the last reported sales price of stock.
Net proceeds are expected to be $96.4 million or will be $115.8 million if the greenshoe is exercised in full.
Approximately $20.8 million of net proceeds will be used to fund the cost of the call spread with the remaining amount to be used for general corporate purposes, which may include potential acquisitions and strategic transactions, repurchase of common stock or exchanges of its outstanding convertible notes.
Cutera is a Brisbane, Calif.-based cosmetic and aesthetic laser equipment maker.
| Issuer: | Cutera Inc.
|
| Amount: | $100 million
|
| Greenshoe: | $20 million
|
| Issue: | Convertible senior notes
|
| Maturity: | June 1, 2029
|
| Bookrunner: | Stifel Financial Corp.
|
| Coupon: | 4%
|
| Price: | Par
|
| Yield: | 4%
|
| Conversion premium: | 17.5%
|
| Conversion price: | $58.35
|
| Conversion rate: | 17.1378
|
| Call options: | Non-callable until Dec. 5, 2025 and then subject to a 130% hurdle
|
| Put options: | Upon a fundamental change
|
| Pricing date: | Dec. 7
|
| Settlement date: | Dec. 12
|
| Distribution: | Rule 144A
|
| Talk: | Coupon of 3.75% to 4.25% and initial conversion premium of 15% to 20%
|
| Stock symbol: | Nasdaq: CUTR
|
| Stock price: | $49.66 at market close Dec. 7
|
| Market capitalization: | $881.13 million
|
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