New York, April 18 - Titan Machinery Inc. priced an upsized $135 million of seven-year convertible senior notes after the market close on Wednesday to yield 3.75% with an initial conversion premium of 35%.
The yield came towards the rich end of talk for 3.625% to 4.125% while the initial conversion premium was at the rich end of the 30% to 35% talk.
Bank of America Merrill Lynch and Wells Fargo Securities LLC are joint bookrunners for the Rule 144A sale.
The greenshoe was reduced to $15 million from a planned $17.25 million.
Titan's new notes have a conversion price of $43.17 and a conversion ratio of 23.1626. Holders can only convert the notes before Feb. 1, 2019 if conditions are met. From that date the notes are freely convertible.
There is a provisional call with a 120% hurdle from May 6, 2015.
Proceeds are expected to be used for working capital and general corporate purposes, which could include repaying portions of its floor plan financing facilities and the acquisition or investment in companies or assets that complement Titan's business.
The notes have a change-of-control make-whole provision and dividend protection via a conversion ratio adjustment. They also have net share settlement.
Fargo, N.D.-based Titan owns and operates a network of agricultural and construction equipment stores in the United States.
| Issuer: | Titan Machinery Inc.
|
| Issue: | Convertible senior notes
|
| Amount: | $135 million (upsized from $115 million)
|
| Greenshoe: | $15 million (downsized from $17.25 million)
|
| Maturity: | 2019
|
| Coupon: | 3.75%
|
| Conversion price: | $43.17
|
| Conversion ratio: 23.1626
|
| Call: | Non-callable until May 6, 2015, after that callable subject to 120% hurdle
|
| Net share settlement: | Yes
|
| Dividend protection: | Yes
|
| Pricing date: | April 18
|
| Settlement: | April 24
|
| Bookrunners: | Bank of America Merrill Lynch and Wells Fargo Securities LLC
|
| Distribution: | Rule 144A
|
| Price talk: | 3.625% to 4.125%, up 30% to 35%
|
| Stock symbol: | Nasdaq: TITN
|
| Stock price: | $31.98 at close on April 18
|
| Market capitalization: | $662 million
|
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