By Abigail W. Adams
Portland, Me., Dec. 17 – Danimer Scientific, Inc. priced an upsized $200 million of five-year convertible notes after the market close on Thursday at par at the midpoint of talk with a coupon of 3.25% and an initial conversion premium of 27.5%, according to a company news release and a market source.
Price talk was for a coupon of 3% to 3.5% and an initial conversion premium of 25% to 30%.
Jefferies LLC was active bookunner for the Rule 144A offering, which carries an upsized greenshoe of $40 million.
The initial size of the offering was $175 million with a greenshoe of $26.25 million.
The notes are non-callable until Dec. 20, 2024 and then subject to a 130% hurdle.
They are putable upon a fundamental change.
The notes will be settled in cash, shares of the company’s class A common stock or a combination of both at the company’s option.
In connection with the offering, the company will enter into capped call transactions with a cap price of $16.92, which represents a premium of 100% over the last reported sales price of stock.
Net proceeds are expected to be $191.9 million or will be $230.7 million if the greenshoe is exercised in full.
Approximately $29.2 million of net proceeds will be used to cover the cost of the call spread with remaining proceeds to be used for general corporate purposes.
Danimer Scientific, formerly known as Meredian Holdings Group Inc. and MHG, is a Bainbridge, Ga.-based biopolymer manufacturer.
| Issuer: | Danimer Scientific Inc.
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| Amount: | $200 million
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| Greenshoe: | $40 million
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| Issue: | Convertible senior notes
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| Maturity: | Dec. 15, 2026
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| Active bookrunner: | Jefferies LLC
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| Passive bookrunners: | Piper Sandler Co. and Cowen Inc.
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| Coupon: | 3.25%
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| Price: | Par
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| Yield: | 3.25%
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| Conversion premium: | 27.5%
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| Conversion price: | $10.79
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| Conversion rate: | 92.7085
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| Call options: | Non-callable until Dec. 20, 2024 and then subject to a 130% hurdle
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| Put options: | Upon a fundamental change
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| Pricing date: | Dec. 16
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| Settlement date: | Dec. 21
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| Distribution: | Rule 144A
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| Talk: | Coupon of 3% to 3.5% and initial conversion premium of 25% to 30%
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| Stock symbol: | NYSE: DNMR
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| Stock price: | $8.46 at market close Dec. 16
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| Market capitalization: | $848.91 million
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