By Rebecca Melvin
New York, Dec. 6 - Proofpoint Inc. priced an upsized $175 million of five-year convertible bonds at par after the market close on Thursday to yield 1.25% with an initial conversion premium of 32.5%, according to a news release.
The Rule 144A deal was initially seen at $150 million in size, and pricing came at the midpoint of 1% to 1.5% coupon talk and at the rich end of 27.5% to 32.5% premium talk.
There is a $26.25 million greenshoe that was increased from $22.5 million.
Joint bookrunners were Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc.
The notes are non-callable until Dec. 20, 2016 and then are provisionally callable if shares rise to 130% of the conversion price for a specified period. There is standard dividend and takeover protection.
There is contingent conversion and net share settlement.
Proceeds are expected to be used for general corporate purposes, including potential acquisitions and strategic transactions.
Proofpoint is a security-as-a-service vendor based in Sunnyvale, Calif.
| Issuer: | Proofpoint Inc.
|
| Issue: | Convertible senior notes
|
| Amount: | $175 million, upsized from $150 million
|
| Greenshoe: | $26.25 million, upsized from 22.5 million
|
| Maturity: | Dec. 15, 2018
|
| Bookrunners: | Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc.
|
| Coupon: | 1.25%
|
| Price: | Par
|
| Yield: | 1.25%
|
| Conversion premium: | 32.5%
|
| Conversion price: | $39.02
|
| Conversion ratio: | 25.6271 shares
|
| Contingent conversion: | Yes
|
| Net share settlement: | Yes
|
| Calls: | Non-callable until Dec. 20. 2016, then provisionally callable at 130% price hurdle
|
| Puts: | No puts
|
| Takeover protection: | Yes
|
| Dividend protection: | Yes
|
| Price talk: | 1%-1.5%, up 27.5%-32.5%
|
| Pricing date: | Dec. 5
|
| Settlement date: | Dec. 11
|
| Stock symbol: | Nasdaq: PFPT
|
| Stock reference price: | $29.45
|
| Distribution: | Rule 144A
|
| Market capitalization: | $1.1 billion
|
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