By Abigail W. Adams
Portland, Me., May 20 – RealPage, Inc. priced $300 million of five-year convertible notes after the market close on Tuesday at par at the midpoint of talk with a coupon of 1.5% and an initial conversion premium of 30%, according to an FWP filing with the Securities and Exchange Commission.
Price talk was for a coupon of 1.25% to 1.75% and an initial conversion premium of 27.5% to 32.5%, according to a market source.
Goldman Sachs & Co. LLC, BofA Securities Inc. and J.P. Morgan Securities LLC were joint bookrunners for the registered offering, which carries a greenshoe of $45 million.
The notes are non-callable until May 20, 2023 and then subject to a 130% hurdle.
They are putable upon a fundamental change.
The notes will be settled in cash, shares or a combination of both at the company’s option.
In connection with pricing of the convertible notes, the company entered into capped call transactions with a cap price of $118, which represents a premium of 100% over the price of stock in the concurrent offering.
The secondary offering carries a greenshoe of 762,711 shares.
Concurrently, the company priced a secondary offering of 5,084,746 shares of common stock at $59.00 per share.
Gross proceeds from the concurrent offerings will be $690 million.
Net proceeds from the convertible notes offering will be $293.6 million, or $337.7 million if the greenshoe is exercised in full. Proceeds will be used to cover the cost of the call spread and for general corporate purposes.
RealPage is a Richardson, Tex.-based property management software company.
| Issuer: | RealPage Inc.
|
| Securities: | Convertible senior notes
|
| Amount: | $300 million
|
| Greenshoe: | $45 million
|
| Maturity: | May 15, 2025
|
| Bookrunners: | Goldman Sachs & Co. LLC, BofA Securities Inc. and J.P. Morgan Securities LLC
|
| Co-managers: | Wells Fargo Securities, LLC (lead), RBC Capital Markets, LLC, BMO Capital Markets Corp., Fifth Third Securities, Inc. and PNC Capital Markets LLC
|
| Coupon: | 1.5%
|
| Price: | Par
|
| Yield: | 1.5%
|
| Conversion premium: | 30%
|
| Conversion price: | $76.70
|
| Conversion rate: | 13.0378
|
| Call options: | Non-callable until May 20, 2023 and then subject to a 130% hurdle
|
| Put options: | Upon a fundamental change
|
| Pricing date: | May 19
|
| Settlement date: | May 22
|
| Distribution: | Registered
|
| Talk: | Coupon of 1.25% to 1.75% and initial conversion premium of 27.5% to 32.5%
|
| Stock symbol: | Nasdaq: RP
|
| Stock price: | $59.00 in concurrent offering
|
| Market capitalization: | $5.99 billion
|
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