By Rebecca Melvin
New York, March 31 - Concur Technologies Inc. priced $250 million of five-year convertible senior notes late Tuesday at par to yield 2.5% with an initial conversion premium of 25%, according to a syndicate source.
The Rule 144A deal priced at the midpoint of talk, which was for a coupon of 2.25% to 2.75% and a premium of 22.5% to 27.5%.
There is an over-allotment option for up to an additional $37.5 million of notes.
Goldman Sachs & Co. and Deutsche Bank Securities Inc. were the joint bookrunners of the paper, which is a five-year bullet with no calls or puts.
The bonds have contingent conversion at 130% from day one, and the notes include net share settlement.
Proceeds are for general corporate purposes, including potential acquisitions and strategic transactions, and to fund the cost of convertible note hedge transactions.
In connection with the offering, Concur entered into convertible note hedge and warrant transactions with initial purchasers of the notes. The warrants make the effective initial conversion premium 75% from the issuer's perspective. The hedge transactions are intended to reduce the potential dilution of Concur's common stock upon conversion of the notes.
Concur is a Redmond, Wash., provider of on-demand Employee Spend Management services.
| Issuer: | Concur Technologies Inc.
|
| Issue: | Convertible senior notes
|
| Amount: | $250 million
|
| Greenshoe: | $37.5 million
|
| Maturity: | April 15, 2015
|
| Bookrunners: | Goldman Sachs & Co. and Deutsche Bank Securities Inc.
|
| Coupon: | 2.5%
|
| Price: | Par, $1,000
|
| Yield: | 2.5%
|
| Conversion premium: | 25%
|
| Conversion price: | $52.35
|
| Conversion ratio: | 19.10
|
| Call protection: | Non-callable for life
|
| Puts: | No puts
|
| Contingent conversion: | Yes, at 130%
|
| Net share settlement: | Yes
|
| Price talk: | 2.25%-2.75%, up 22.5%-27.5%
|
| Pricing date: | March 30
|
| Settlement date: | April 6
|
| Distribution: | Rule 144A
|
| Stock reference price: | $41.88
|
| Stock listing: | Nasdaq: CNQR
|
| Market capitalization: | $2.1 billion
|
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