By Rebecca Melvin
New York, Dec. 2 – Nuance Communications Inc. priced an upsized $588 million of 20-year convertible senior notes after the market close on Tuesday at par to yield 1% with an initial conversion premium of 27.5%, according to a news release.
The convertibles were upsized from a planned $550 million.
Pricing of the Rule 144A deal was mixed compared to initial price talk for a 1% to 1.5% coupon and 27.5% to 32.5% premium.
There is a greenshoe for $88 million, which was upsized from $82.5 million.
Joint bookrunners were Barclays and Morgan Stanley & Co. LLC.
The notes are non-callable until Dec. 20, 2022, and there are puts in years seven, 12 and 17. There is standard dividend and takeover protection, and the bonds will be net-share settled.
About $472 million of proceeds are being used to repay all outstanding term loans under the company’s existing senior credit facility. Remaining proceeds and cash on hand will be used to repurchase about $180 million of shares of its common stock concurrently with the pricing of the notes in transactions with initial purchasers, and to repurchase existing debt.
Nuance is a Burlington, Mass.-based provider of voice and language software for businesses and individuals.
| Issuer: | Nuance Communications Inc.
|
| Issue: | Convertible senior notes
|
| Amount: | $588 million, upsized from $550 million
|
| Greenshoe: | $88 million, upsized from $82.5 million
|
| Maturity: | Dec. 15, 2035
|
| Bookrunners: | Barclays, Morgan Stanley & Co. LLC
|
| Coupon: | 1%
|
| Price: | Par
|
| Yield: | 1%
|
| Conversion premium: | 27.5%
|
| Conversion price: | $27.22
|
| Conversion ratio: | 36.7360 shares
|
| Calls: | Non-callable until Dec. 20, 2022
|
| Puts: | On Dec. 15 of 2022, 2027 and 2032
|
| Net share settlement: | Yes
|
| Price talk: | 1%-1.5%, up 27.5%-32.5%
|
| Pricing date: | Dec. 1
|
| Settlement date: | Dec. 7
|
| Stock symbol: | Nasdaq: NUAN
|
| Stock reference price: | $21.35, as of close Dec. 1
|
| Market capitalization: | $6.61 billion
|
| Distribution: | Rule 144A
|
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