By Kenneth Lim
Boston, March 13 - SPSS Inc. priced $125 million of five-year convertible subordinated notes near the cheap end of talk on Tuesday after the market closed, to yield 2.5% with an initial conversion premium of 42.5%.
The deal had been talked at a coupon of 2% to 2.5% and an initial conversion premium of 40% to 45%.
The convertibles were offered at par.
There is an over-allotment option for a further $25 million.
Merrill Lynch was the bookrunner of the Rule 144A offering.
The convertibles are non-callable, and may not be put.
There is a contingent conversion hurdle at 120% of the conversion price.
The notes have dividend and takeover protection.
There is a net-share settlement feature.
SPSS, a Chicago-based developer of research analytics software, plans to use the proceeds to buy back $50 million of its common stock and to fund general purposes, which may include acquisitions.
| Issuer: | SPSS Inc.
|
| Issue: | Convertible subordinated notes
|
| Bookrunner: | Merrill Lynch
|
| Amount: | $125 million
|
| Greenshoe: | $25 million
|
| Maturity: | March 15, 2012
|
| Coupon: | 2.5%
|
| Price: | Par
|
| Yield: | 2.5%
|
| Conversion premium: | 42.5%
|
| Conversion price: | $46.93
|
| Conversion ratio: | 21.3105
|
| Contingent conversion: | 120%
|
| Net-share settlement option: | Yes
|
| Dividend protection: | Yes
|
| Takeover protection: | Yes
|
| Call protection: | Non-callable
|
| Puts: | None
|
| Price talk: | 2%-2.5%, up 40%-45%
|
| Pricing date: | March 13 after the close
|
| Settlement date: | March 19
|
| Distribution: | Rule 144A
|
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