Vocera talks $200 million five-year convertible notes to yield 0.25% to 0.75%, up 32.5% to 37.5%

By Abigail W. Adams

Portland, Me., March 8 – Vocera Communications Inc. plans to price $200 million of five-year convertible notes after the market close on Tuesday with price talk for a coupon of 0.25% to 0.75% and an initial conversion premium of 32.5% to 37.5%, according to a market source.

Morgan Stanley & Co. LLC, Piper Sandler & Co., and William Blair & Co., LLC are underwriters for the Rule 144A offering, which carries a greenshoe of $30 million.

The notes are non-callable until March 20, 2024 and then subject to a 130% hurdle.

They are putable upon a fundamental change. There is dividend protection.

The notes will be settled in cash, shares or a combination of both at the company’s option.

Concurrently, the company will repurchase a portion of its 1.5% convertible notes due 2023 for cash and shares in privately negotiated transactions.

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 and fund the repurchase of the 1.5% convertible notes due 2023.

Remaining proceeds will be used for general corporate purposes.

Vocera is a San Jose, Calif.-based clinical communication and workflow solutions provider.

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