By Abigail W. Adams
Portland, Me., April 30 – NeoGenomics Inc. priced an upsized $175 million in five-year convertible notes after the market close on Wednesday at par with a coupon of 1.25% and an initial conversion premium of 27.5%, according to an FWP filing with the Securities and Exchange Commission.
Pricing came at the rich end of talk for a coupon of 1.25% to 1.75% and at the midpoint of talk for an initial conversion premium of 25% to 30%, according to a market source.
Morgan Stanley & Co. LLC, BofA Securities Inc. and SVB Leerink LLC were joint bookrunners for the registered offering, which carries an upsized greenshoe of $26.25 million.
The initial size of the deal was $150 million with a greenshoe of $22.5 million.
The notes are non-callable until May 6, 2023 and then subject to a 130% hurdle.
They are putable upon a fundamental change.
The notes are contingently convertible until Feb. 1, 2025.
There is standard dividend protection.
The notes will be settled in cash, shares or a combination of both at the company’s option.
Concurrently with the convertible notes offering, the company priced a secondary offering of 4.4 million shares at $28.50 per share.
Talk for a reoffer price for the secondary offering was $28.25 to $29.25.
The secondary offering carries a greenshoe of 660,000 shares.
Underwriters of the secondary offering are also offering 1.065 million of borrowed stock to facilitate the hedging transactions of purchasers of the convertible notes.
Proceeds will be used for general corporate purposes, to repay borrowings under its term loan facility, and the potential acquisition or investment in complimentary businesses or technologies.
NeoGenomics is a Fort Myers, Fla.-based cancer genetics testing company.
| Issuer: | NeoGenomics Inc.
|
| Securities: | Convertible senior notes
|
| Amount: | $175 million
|
| Greenshoe: | $26.25 million
|
| Maturity: | May 1, 2025
|
| Bookrunners: | Morgan Stanley & Co. LLC, BofA Securities Inc. and SVB Leerink LLC
|
| Co-managers: | William Blair & Co. LLC, Craig-Hallum Capital Group LLC, Needham & Co. LLC and Raymond James & Associates Inc.
|
| Coupon: | 1.25%
|
| Price: | Par
|
| Yield: | 1.25%
|
| Conversion premium: | 27.5%
|
| Conversion price: | $36.34
|
| Conversion rate: | 27.5198
|
| Call options: | Non-callable until May 6, 2023 and then subject to a 130% hurdle
|
| Put options: | Upon a fundamental change
|
| Pricing date: | April 29
|
| Settlement date: | May 4
|
| Distribution: | Registered
|
| Talk: | Coupon of 1.25% to 1.75% and initial conversion premium of 25% to 30%
|
| Stock symbol: | Nasdaq: NEO
|
| Stock price: | $28.50 in concurrent offering
|
| Market capitalization: | $3.26 billion
|
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