By Abigail W. Adams
Portland, Me., July 2 – II-VI Inc. priced $400 million, or 2 million shares, of three-year par of $200 series A mandatory convertible preferred stock after the market close on Wednesday at par at the midpoint of talk with a dividend of 6% and an initial conversion premium of 20%, according to an FWP filing with the Securities and Exchange Commission.
Price talk was for a dividend of 5.75% to 6.25% and a threshold appreciation premium of 17.5% to 22.5%, according to a market source.
J.P. Morgan Securities LLC, BofA Securities Inc. and Citigroup Global Markets Inc. were bookrunners for the registered offering, which carries a greenshoe of $60 million.
The preferreds are non-callable and have no put features.
There is takeover and dividend protection.
Concurrently, the company priced an upsized secondary offering of $400 million, or 9,302,235 shares of common stock at $43.00 per share.
The offering’s greenshoe was also upsized to $60 million.
The initial size of the secondary offering was $350 million with a greenshoe of $52.5 million.
Net proceeds from the mandatory convertible preferred stock offering are expected to be $387 million, or will be $445.2 million if the greenshoe is exercised in full, and $381.3 million or will be $438.6 million from the common stock offering.
Approximately $714.6 million of the concurrent offerings will be used to repay borrowings under the company’s credit agreement.
Remaining proceeds will be used to invest in or acquire complementary technologies, products or businesses and for general corporate purposes.
II-VI is a Pittsburgh-based optoelectronics components maker.
| Issuer: | II-VI Inc.
|
| Securities: | Series A mandatory convertible preferred stock
|
| Amount: | $400 million or 2 million shares
|
| Greenshoe: | $60 million or 300,000 shares
|
| Maturity: | July 1, 2023
|
| Bookrunners: | J.P. Morgan Securities LLC, BofA Securities Inc. and Citigroup Global Markets Inc.
|
| Co-managers: | Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC, Barclays and Craig-Hallum Capital Group LLC
|
| Dividend: | 6%
|
| Price: | Par of $200
|
| Yield: | 6%
|
| Appreciation premium: | 20%
|
| Appreciation price: | $51.5996
|
| Conversion rate: | Maximum of 4.6512 and minimum 3.8760
|
| Call options: | None
|
| Put options: | None
|
| Pricing date: | July 1
|
| Settlement date: | July 7
|
| Distribution: | Registered
|
| Talk: | Dividend of 5.75% to 6.25% and threshold appreciation premium of 17.5% to 22.5%
|
| Stock symbol: | Nasdaq: IIVI
|
| Stock price: | $43.00 in concurrent offering
|
| Market capitalization: | $3.97 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.
