By Angela McDaniels
Tacoma, Wash., June 11 – Proofpoint Inc. priced an upsized $200 million of 0.75% five-year convertible bonds after the market close Thursday with an initial conversion premium of 35%, according to a company news release.
The Rule 144A offering was upsized from $150 million.
There is a $30 million greenshoe, which was increased from $22.5 million.
The notes were talked to yield 0.75% to 1.25% with an initial conversion premium of 30% to 35%, according to market sources.
The joint bookrunners are Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc.
Prior to Dec. 15, 2019, the notes will be convertible only if certain conditions are met and during certain periods.
The notes are non-callable until June 20, 2018 and then provisionally callable if shares rise to 130% of the conversion price for at least 20 trading days during any 30 consecutive trading-day period.
There is dividend and takeover protection via standard conversion rate adjustments.
The bonds will be settled in cash, shares or a combination.
Proceeds will 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: | $200 million
|
| Greenshoe: | $30 million
|
| Maturity: | June 15, 2020
|
| Bookrunners: | Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc.
|
| Coupon: | 0.75%
|
| Price: | Par
|
| Yield: | 0.75%
|
| Conversion premium: | 35%
|
| Conversion price: | $81.23
|
| Conversion ratio: | 12.3108
|
| Call option: | At par beginning June 20, 2018 subject to 130% share price hurdle
|
| Put option: | At par if a fundamental change occurs
|
| Takeover protection: | Yes
|
| Dividend protection: | Yes
|
| Contingent conversion: | Prior to Dec. 15, 2019
|
| Pricing date: | June 11
|
| Settlement date: | June 17
|
| Price talk: | 0.75%-1.25%, up 30%-35%
|
| Distribution: | Rule 144A
|
| Stock listing: | Nasdaq: PFPT
|
| Share price: | $60.17 at close June 11
|
| Market capitalization: | $2.37 billion
|
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