By Kenneth Lim
Boston, June 7 - Spansion Inc. on Tuesday priced a downsized $180 million of 10-year exchangeable senior subordinated debentures within talk, at a coupon of 2.25% and an initial conversion premium of 18%.
The notes were offered at par, and price talk was for a coupon of 2% to 2.5% and an initial conversion premium between 17.5% and 22.5%. The size of the deal was originally $240 million plus an over-allotment option of $35 million. The greenshoe was reduced to $27 million.
Citigroup and Credit Suisse were the bookrunners of the Rule 144A deal.
Each debenture, issued via operation company Spansion LLC, may initially be converted into 56.7621 Spansion Inc. shares, or an initial conversion price of $17.62. Spansion stock closed at $14.94 on Tuesday before the deal was priced.
The debentures are non-callable, and there are no investor puts.
There is a contingent conversion threshold at 120% of the conversion price, and there is no contingent payment.
The debentures have standard dividend and takeover protection.
Spansion, a Sunnyvale, Calif.-based maker of flash memory products, said it will use the proceeds of the offering to repay its entire outstanding 12.75% senior subordinated notes due 2016.
| Issuer: | Spansion LLC (Spansion Inc.)
|
| Issue: | Exchangeable senior subordinated debentures
|
| Bookrunners: | Citigroup and Credit Suisse
|
| Amount: | $180 million
|
| Greenshoe: | $27 million
|
| Maturity: | June 15, 2016
|
| Coupon: | 2.25%
|
| Price: | Par
|
| Yield: | 2.25%
|
| Conversion premium: | 18%
|
| Conversion price: | $17.62
|
| Conversion ratio: | 56.7621
|
| Contingent conversion: | 120%
|
| Dividend protection: | Yes
|
| Takeover protection: | Yes
|
| Call protection: | Non-callable
|
| Puts: | None
|
| Price talk: | 2%-2.5%, up 17.5%-22.5%
|
| Pricing date: | June 6 after the close
|
| Distribution: | Rule 144A
|
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