By Rebecca Melvin
New York, June 23 - NuVasive Inc. priced an upsized $350 million of six-year convertible notes at par to yield 2.75% with an initial conversion premium of 30%, according to a syndicate source.
The registered deal was originally talked at $325 million in size. The greenshoe was also upsized to $52.5 million from $48.75 million.
Pricing came at the midpoint of talk, which was 2.5% to 3% for the coupon and 27.5% to 32.5% for the initial conversion premium.
Bank of America Merrill Lynch and Goldman Sachs & Co. were the joint bookrunners of the deal, which priced late Wednesday.
The notes are non-callable with no puts. There is contingent conversion at a price trigger of 130%.
The conversion settlement will be cash settled until stockholders approve an increase of authorized shares, then settlement will be in cash, stock or a combination.
There is full dividend protection and change-of-control protection.
NuVasive intends to use the proceeds for general corporate purposes and to repurchase $230 million of its existing 2.25% convertible senior notes due 2013. The company may also consider possible strategic acquisitions or investments.
The company also entered into convertible note hedge and warrant transactions intended to increase the effective conversion price of the notes from the issuer's perspective and thereby reduce stock dilution upon potential future conversion of the notes.
San Diego-based NuVasive is a medical device company focused on developing products for minimally disruptive surgical treatments for the spine.
Issuer: | NuVasive Inc.
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Issue: | Convertible senior notes
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Amount: | $350 million, upsized from $325 million
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Greenshoe: | $52.5 million, upsize from $48.75 million
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Maturity: | July 1, 2017
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Bookrunners: | Bank of America Merrill Lynch, Goldman Sachs & Co.
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Coupon: | 2.75%
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Price: | Par
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Yield: | 2.75%
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Conversion premium: | 30%
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Conversion price: | $42.13
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Conversion ratio: | 23.7344
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Call feature: | Non callable
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Puts: | No puts
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Contingent conversion: | Yes, at 130%
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Dividend protection: | Yes
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Takeover protection: | Yes
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Pricing date: | June 22
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Settlement date: | June 28
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Distribution: | Registered
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Price talk: | 2.5%-3%, up 27.5%-32.5%
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Stock symbol: | Nasdaq: NUVA
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Stock price: | $32.41 at close June 22
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Market capitalization: | $1.3 billion
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