By Abigail W. Adams
Portland, Me., Feb. 12 – Revance Therapeutics Inc. priced an upsized $250 million of seven-year convertible notes after the market close on Tuesday at the rich end of talk with a coupon of 1.75% and an initial conversion premium of 32.5%.
Price talk had been for a coupon of 1.75% to 2.25% and an initial conversion premium of 27.5% to 32.5%.
Goldman Sachs & Co. LLC was the bookrunner for the Rule 144A offering, which carries an upsized greenshoe of $37.5 million.
Barclays was lead manager.
The initial size of the deal was $200 million with a greenshoe of $30 million.
The notes are non-callable until Feb. 20, 2024 and then subject to a 130% hurdle. The notes are putable upon a fundamental change. There is dividend protection.
In connection with the offering, Revance entered into capped call transactions with a cap price of $48.88, which represents a 100% premium over the last reported sales price of stock.
Net proceeds are expected to be $242 million, or $278.4 million if the greenshoe is exercised in full.
Proceeds will be used to cover the cost of the call spread, to fund the commercial launch and the pre-commercialization of some of its products, and for potential acquisitions or in-licensing agreements of other products.
Revance is a Newark, Calif.-based biotechnology company.
An earlier version of this story claimed that Barclays was also a bookrunner. Barclays is lead manager. The article above and the table below have both been corrected.
| Issuer: | Revance Therapeutics Inc.
|
| Securities: | Convertible senior notes
|
| Amount: | $250 million
|
| Greenshoe: | $37.5 million
|
| Maturity: | Feb. 15, 2027
|
| Bookrunner: | Goldman Sachs & Co. LLC
|
| Lead manager: | Barclays
|
| Co-managers: | Piper Sandler Co., Stifel Financial Corp., William Blair & Co. and Needham & Co.
|
| Coupon: | 1.75%
|
| Conversion premium: | 32.5%
|
| Conversion price: | $32.38
|
| Conversion rate: | 30.8804
|
| Call options: | Non-callable until Feb. 20, 2024 then subject to a 130% hurdle
|
| Put options: | Upon a fundamental change
|
| Pricing date: | Feb. 11
|
| Settlement date: | Feb. 14
|
| Distribution: | Rule 144A
|
| Talk: | Coupon of 1.75% to 2.25% and initial conversion premium of 27.5% to 32.5%
|
| Stock symbol: | Nasdaq: RVNC
|
| Stock price: | $24.44 at market close Feb. 11
|
| Market capitalization: | $1.31 billion
|
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