By Abigail W. Adams
Portland, Me., May 4 – Five9 Inc. priced $225 million in five-year convertible notes after the market close on Thursday at the cheap end of talk with a coupon of 0.125% and an initial conversion premium of 30%.
Price talk had been for a coupon of 0% to 0.125% and an initial conversion premium of 30% to 35%.
J.P. Morgan Securities LLC and Goldman Sachs & Co. are joint bookrunners for the Rule 144A deal, which carries an upsized greenshoe of $33.75 million.
The initial size of the deal had been $200 million with a greenshoe of $30 million.
The notes are non-callable until May 5, 2021 and then may be redeemed subject to a 130% hurdle with a make-whole, according to a company news release. There is takeover and dividend protection.
Holders may require the company to repurchase the notes upon a fundamental change.
The notes are convertible into cash, shares or a combination of both at the company’s option.
In connection with the pricing of the notes, Five9 will enter into capped call transactions with the initial purchasers and their affiliates.
The cap price on the capped call transactions will initially be $62.80, which represents a premium of 100% over the last reported sales price of stock from the company’s perspective, according to the news release.
Proceeds are expected to be $218.1 million, assuming the greenshoe is not exercised.
Approximately $27.3 million will be used to cover the cost of the call spread with the remaining amount used to repay outstanding debt and for general corporate purposes.
Five9’s senior secured credit facility currently has an outstanding balance of $32.6 million.
Five9 is a San Ramon, Calif.-based provider of cloud contact center software.
| Issuer: | Five9 Inc.
|
| Securities: | Convertible senior notes
|
| Amount: | $225 million
|
| Greenshoe: | $33.75 million
|
| Maturity: | May 1, 2023
|
| Bookrunners: | J.P. Morgan Securities LLC and Goldman Sachs & Co.
|
| Coupon: | 0.125%
|
| Price: | Par
|
| Conversion premium: | 30%
|
| Conversion price: | $40.82
|
| Conversion rate: | 24.4978
|
| Call options: | Non-callable until May 5, 2021 then subject to a 130% hurdle
|
| Put options: | Upon a fundamental change
|
| Pricing date: | May 3
|
| Settlement date: | May 8
|
| Talk: | Coupon of 0% to 0.125% and an initial conversion premium of 30% to 35%
|
| Stock symbol: | Nasdaq: FIVN
|
| Stock price: | $31.40 at market close May 3
|
| Market capitalization: | $1.87 billion
|
|
|
|
|
© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere.
For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.
