Nashville, Dec. 9 - Dress Barn Inc. sold $100 million of 20-year convertible senior notes at par to yield 2.5% with a 30% initial conversion premium via joint bookrunners Banc of America Securities LLC and JPMorgan Securities Inc.
The Rule 144A deal priced aggressively outside of yield talk for a 2.75% to 3.25% coupon and at the aggressive end of premium guidance of 25% to 30%.
The Suffern, N.Y.-based retailer said proceeds would be used to finance a part of the cost of its previously announced acquisition of Maurices Inc. If that acquisition is not completed, Dress Barn said proceeds would go toward general corporate purposes.
On Nov. 19, Dress Barn announced plans to buy Maurices, which sells apparel and accessories for young women and men, for $320 million. If the acquisition does not go through by Feb. 28, the convertibles can be called at 102.
Terms of the deal are:
| Issuer: | Dress Barn Inc.
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| Issue: | Convertible senior notes
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| Bookrunners: | Banc of America Securities LLC and JPMorgan Securities Inc.
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| Co-managers: | Wells Fargo & Co. and SunTrust Robinson Humphrey
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| Amount: | $100 million
|
| Greenshoe: | $15 million
|
| Maturity: | Dec. 15, 2024
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| Coupon: | 2.5%
|
| Price: | Par
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| Yield: | 2.5%
|
| Conversion premium: | 30%
|
| Conversion price: | $21.02
|
| Conversion ratio: | 47.7515
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| Contingent conversion: | 120%
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| Contingent payment: | 120%
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| Dividend protection: | Yes
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| Takeover protection: | Yes
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| Call: | Non-callable for 7 years
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| Put: | In years 7, 10 and 15
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| Price talk: | 2.75-3.25%, up 25-30%
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| Pricing date: | Dec. 8, after market close
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| Settlement date: | Dec. 14
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| Distribution: | Rule 144A
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