Nashville, Sept. 17 - Sepracor Inc. sold $500 million of 20-year convertible senior subordinated notes at par to yield 0% with a 30% initial conversion premium via lead manager Morgan Stanley & Co.
The Rule 144A deal priced at the middle of guidance for a 26% to 34% initial conversion premium.
There is full dividend protection by way of a conversion ratio adjustment and takeover protection via a premium make-whole provision.
The Marlborough, Mass.-based drugmaker said it used $99.9 million of proceeds to repurchase stock from short-sellers participating in the note offering. Remaining proceeds will be used for general corporate purposes.
Terms of the deal are:
| Issuer: | Sepracor Inc.
|
| Issue: | Convertible senior subordinated notes
|
| Bookrunner: | Morgan Stanley & Co.
|
| Amount: | $500 million
|
| Greenshoe: | $100 million
|
| Maturity: | Sept. 15, 2024
|
| Coupon: | 0%
|
| Price: | Par
|
| Yield: | 0%
|
| Conversion premium: | 30%
|
| Conversion price: | $67.20
|
| Conversion ratio: | 14.881
|
| Dividend protection: | Full conversion ratio adjustment
|
| Takeover protection: | Premium make-whole
|
| Call: | Non-callable for 5 years
|
| Put: | In years 5, 10 and 15
|
| Price talk: | 0%, up 26%-34%
|
| Pricing date: | Sept. 17, before the open
|
| Settlement date: | Sept. 22
|
| Distribution: | Rule 144A
|
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