Nashville, Feb. 27 - Veritas DGC Inc. sold $125 million of 20-year floating-rate convertible notes at par to yield three-month Libor minus 75 basis points with a 47% initial conversion premium via sole bookrunner Deutsche Bank Securities.
The Rule 144A deal, which was sold on swap with $20 million of proceeds earmarked to buy back stock from note purchasers, priced aggressively outside of yield talk for the three-month Libor minus 25 basis points to plus 25 basis points and at the rich end of premium guidance of 43% to 47%.
Holders will have full dividend protection.
Excluding the stock repurchases, Veritas DGC said it plans to use proceeds to prepay a portion of amounts outstanding under its existing bank credit facility.
Terms of the deal are:
Issuer: | Veritas DGC Inc.
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Issue: | Convertible floating-rate notes
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Bookrunners: | Deutsche Bank Securities
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Amount: | $125 million
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Greenshoe: | $30 million
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Maturity: | March 2024
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Coupon: | Three-month Libor minus 75 bps
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Price: | Par
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Yield: | Three-month Libor minus 75 bps
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Conversion premium: | 47%
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Conversion price: | $24.03
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Conversion ratio: | 41.6146
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Contingent conversion: | 120%
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Call: | Non-callable for 5 years
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Put: | In years 5, 10 and 15
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Expected ratings: | Moody's: B1
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| S&P: BB
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Price talk: | Three-month Libor minus 25 to plus 25 bps, up 43-47%
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Pricing date: | Feb. 26, after the close
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Settlement date: | March 3
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Distribution: | Rule 144A
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