By Evan Weinberger
New York, Aug. 15 - VeriSign, Inc. priced $1.1 billion of junior subordinated convertible debentures due Aug. 15, 2037 with a coupon of 3.25% and an initial conversion premium of 20% after the market close Tuesday.
The deal came in at the cheap end of talk, which had been for a coupon of 2.75% to 3.25% and an initial conversion premium of 20% to 22.5%.
JPMorgan is the bookrunner of the Rule 144A transaction.
There is a $200 million over-allotment option. The deal is expected to close Aug. 20. The debentures were offered at par.
The debentures have a conversion price of $34.37 and a conversion ratio of 29.0968.
The debentures are non-callable for the first 10 years and there are no put options.
There is contingent conversion subject to a 130% hurdle. The parity trigger is 98%. There is takeover protection and one-way dividend protection.
The contingent interest is 50 basis points after seven years if the price is greater than 150. After seven years, the contingent interest is 25 if the price is less than 50.
VeriSign is a Mountain View, Calif.-based voice and data network services provider. The company plans to use the proceeds for a stock repurchase program.
Issuer: VeriSign, Inc.
Issue: Junior subordinated convertible debentures
Amount: $1.1 billion
Greenshoe: $200 million
Maturity: Aug. 15, 2037
Coupon: 3.25%
Price: Par
Yield: 3.25%
Conversion premium: 20%
Conversion price: $34.47
Conversion ratio: 29.0968
Call: Beginning Aug. 15, 2017
Put: No
Contingent conversion: Subject to 130% hurdle
Parity trigger: 98%
Contingent interest: 50 basis points after seven years if price is greater than 150; 25 bps. after seven years if price is less than 50
Bookrunner: JPMorgan
Distribution: Rule 144A
| Pricing date: | Aug. 15
|
| Settlement date: | Aug. 20
|
| Talk: | 1.75% to 3.25% coupon, 20% to 22.5% conversion premium
|
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