By Abigail W. Adams
Portland, Me., Nov. 17 – Veritone Inc. priced an upsized $175 million five-year convertible notes after the market close on Tuesday at par with a coupon of 1.75% and an initial conversion premium of 32.5%, according to a company press release.
Pricing came at the midpoint of talk for a coupon of 1.5% to 2% and at the rich end of talk for an initial conversion premium of 27.5% to 32.5%, according to a market source.
BofA Securities Inc. and UBS Securities LLC were bookrunners for the Rule 144A offering, which carries an upsized greenshoe of $26.25 million.
The initial size of the offering was $150 million with a greenshoe of $22.5 million.
The notes are non-callable until Nov. 20, 2024 and then subject to a 130% hurdle.
They will be settled in cash, shares or a combination of both at the company’s option.
In connection with the pricing of the notes, the company entered into capped call transactions with a cap price of $48.55, which represents a premium of 75% over the last reported sales price of stock.
Net proceeds are expected to be $169.5 million or will be $195 million if the greenshoe is exercised in full.
Approximately $16.2 million will be used to cover the cost of the call spread with the remaining amount to be used for general corporate purposes, which may include acquisitions or investments in complimentary technologies.
Veritone is a Denver-based AI software and solutions company.
| Issuer: | Veritone Inc.
|
| Securities: | Convertible senior notes
|
| Amount: | $175 million
|
| Greenshoe: | $26.25 million
|
| Maturity: | Nov. 15, 2026
|
| Bookrunners: | BofA Securities Inc. and UBS Securities LLC
|
| Coupon: | 1.75%
|
| Price: | Par
|
| Yield: | 1.75%
|
| Conversion premium: | 32.5%
|
| Conversion price: | $36.76
|
| Conversion rate: | 27.2068
|
| Call options: | Non-callable until Nov. 20, 2024 and then subject to a 130% hurdle
|
| Pricing date: | Nov. 16
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| Settlement date: | Nov. 19
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| Distribution: | Rule 144A
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| Talk: | Coupon of 1.5% to 2% and initial conversion premium of 27.5% to 32.5%
|
| Stock symbol: | Nasdaq: VERI
|
| Stock price: | $27.74 at market close Nov. 16
|
| Market capitalization: | $911.94 million
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