By Rebecca Melvin
Princeton, N.J., Feb. 15 - STMicroelectronics NV priced $927.7 million of 10-year zero-coupon convertible bonds at par to yield 1.5% with an initial conversion premium of 30%, according to a syndicate source.
The senior convertible bonds were sold via joint bookrunners Merrill Lynch and UBS Investment Bank.
There is a greenshoe of 5%, or $46.3 million, which if exercised would bring the total deal size to about $974 million.
Concurrent with the issue, the semiconductor company said it is considering offering senior debt in the eurobond market that would bring the total refinancing to about $1.4 billion.
The bonds are non-callable for five years and callable after that subject to a 130% trigger. There are puts in years five, six and eight.
Net proceeds of the bond offering will be used to repay its existing 0% convertibles due 2013. According to a news release, STMicroelectronics aims to repay the debt while maintaining its current level of liquidity in excess of $2 billion as of Dec. 31.
Holders of the 2013 bonds have the right to require the company to put them at their accreted value on Aug. 5. And if all holders exercise their rights in full, the company would be obliged to pay $1.376 billion.
Proceeds not used for repaying the bonds will be used for general corporate purposes. In the interim, STMicroelectronics expects to invest net proceeds in short-term, income-producing investments.
Distribution in the United States is under Rule 144A and outside the United States is under Regulation S.
ST Holding II BV, a 27.6% shareholder of STMicroelectronics, and certain of STMicroelectronics' indirect shareholders, including Areva and Finmeccanica, have agreed to a lock-up of 30 days in connection with the offering.
STMicroelectronics is a semiconductor company based in Geneva, Switzerland.
| Issuer: | STMicroelectronics NV
|
| Issue: | Senior convertible bonds
|
| Amount: | $927.7 million
|
| Greenshoe: | $46.3 million
|
| Bookrunners: | Merrill Lynch and UBS Investment Bank
|
| Maturity: | Feb. 23, 2016
|
| Coupon: | 0%
|
| Price: | Par
|
| Yield: | 1.5%
|
| Conversion premium: | 30%
|
| Conversion price: | $23.192
|
| Conversion ratio: | 43.118317
|
| Calls: | Non-callable for five years, then subject to a 130% trigger
|
| Puts: | Puts in years five, six and eight
|
| Pricing date: | Feb. 14
|
| Settlement date: | Feb. 23
|
| Distribution: | Rule 144A and Regulation S
|
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