Titan greenshoe exercised, lifting 3.75% convertibles to $150 million

By Tali David

Minneapolis, April 24 - Titan Machinery Inc. said the over-allotment option on its offering of 3.75% convertible senior notes due 2019 was exercised in full, increasing the offering by $15 million.

This brings the total offering to $150 million. The deal is expected to generate net proceeds of about $145.2 million, according to an 8-K filing with the Securities and Exchange Commission.

Bank of America Merrill Lynch and Wells Fargo Securities LLC are the joint bookrunners.

As previously reported, the notes are non-callable for three years and then are provisionally callable if Titan's common stock is at least 120% of the conversion price for 20 out of 30 consecutive trading days.

The notes have a change-of-control make-whole provision and dividend protection via a conversion ratio adjustment. They also have net share settlement.

"The convertible notes include specific features such as net share settlement and a call option in order to minimize the dilutive impact of this transaction on our financial results," Titan chief financial officer Mark Kalvoda said in a press release.

"Due to the inclusion of such features, we will not be adjusting our previously issued guidance range for the full year ending Jan. 31, 2013 of $2.55 to $2.75 per diluted share."

The issue priced April 18.

Proceeds are expected to be used for working capital and general corporate purposes, which could include repaying portions of the company's floor plan financing facilities and the acquisition or investment in companies or assets that complement Titan's business.

Fargo, N.D.-based Titan owns and operates a network of agricultural and construction equipment stores in the United States.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.