Verint talks $250 million five-year convertibles to yield 0%-0.5%; up 30%-35%

By Abigail W. Adams

Portland, Me., April 5 – Verint Systems Inc. plans to price $250 million of five-year convertible notes after the market close on Tuesday with price talk for a coupon of 0% to 0.5% and an initial conversion premium of 30% to 35%, according to a market source.

J.P. Morgan Securities LLC (lead left) and Goldman Sachs & Co. LLC are joint bookrunners for the Rule 144A offering, which carries a greenshoe of $37.5 million.

The notes are non-callable for three years and then subject to a 130% hurdle.

There is takeover and dividend protection.

The notes will be settled in cash up to the principal amount with the remainder to be settled in cash, shares or a combination of both at the company’s option.

In connection with the offering, the company will enter into capped call transactions.

Proceeds will be used to cover the cost of the call spread, to repurchase 1.6 million shares of common stock, to repay amounts owed under interest rate swap agreements and to repay a portion of its 2017 term loan.

Verint Systems is a Melville, N.Y.-based analytics company.

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