By Abigail W. Adams
Portland, Me., Dec. 12 – Cowen Inc. priced $120 million in five-year convertible notes with a coupon of 3% and a 25% initial conversion premium late Monday night, according to a company release.
Cowen and Nomura Securities International Inc. are joint bookrunners for the deal, which carries a greenshoe of $15 million.
The notes due Dec. 15, 2022 are convertible prior to Sept. 15, 2022 only under certain conditions, according to a company release.
Cowen may choose to issue cash, class A common stock, or a combination of both upon conversion, but may not issue more than 19.9% of its stock upon conversion unless approved by shareholders.
The notes are non-callable for three years then provisionally callable under certain circumstances.
Cowen anticipates $116.4 million in proceeds from the Rule 144A deal, or $130.95 million if the greenshoe is exercised.
Proceeds will be used to repurchase $115.14 million of Cowen’s 3% cash convertible notes due 2019 and $19.5 million of class A common stock from purchasers of the notes in privately negotiated transactions, according to a company release.
The price of shares in the share buyback will be the closing price on the date of the offering. The repurchases effected concurrent to the offering could affect the market price of the stock resulting in a higher conversion price for the 3% notes, according to a company release.
Cowen Inc. is a New York-based diversified financial services firm.
| Issuer: | Cowen Inc.
|
| Securities: | Convertible senior notes
|
| Amount: | $120 million
|
| Greenshoe: | $15 million
|
| Maturity: | Dec. 15, 2022
|
| Bookrunners: | Cowen Inc., Nomura Securities International Inc.
|
| Coupon: | 3%
|
| Price: | Par
|
| Conversion premium: | 25%
|
| Conversion price: | $17.375
|
| Conversion rate: | 57.5540
|
| Call options: | Non-callable for three years, then provisionally callable
|
| Put options: | Upon a fundamental change
|
| Pricing date: | Dec. 11
|
| Settlement date: | Dec. 14
|
| Distribution: | Rule 144A
|
| Stock symbol: | Nasdaq: COWN
|
| Stock price: | $13.90 as of Dec. 11 close
|
| Market capitalization: | $547.24 million
|
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