By Abigail W. Adams
Portland, Me., May 15 – Vocera Communications, Inc. priced $125 million of five-year convertible notes after the market close on Monday at the mid-point of talk with a coupon of 1.5% and an initial conversion premium of 32.5%.
Price talk had been for a coupon of 1.25% to 1.75% and an initial conversion premium of 30% to 35%, according to a market source.
Morgan Stanley & Co. Inc. and Piper Jaffray & Co. Inc. are bookrunners for the Rule 144A deal, which carries a greenshoe of $18.75 million.
The notes are non-callable. Holders may require the company to repurchase the notes upon a fundamental change.
The notes are contingently convertible until Feb. 15, 2023.
There will be a conversion rate adjustment for holders who convert the notes in connection with certain corporate events, according to a company news release.
Conversions will be settled in cash, shares or a combination of both, at the company’s option.
In connection with the offering, Vocera will enter into capped call transactions with the initial purchasers of the notes.
Proceeds are expected to be $120.4 million or $138.5 million if the greenshoe is exercised in full.
Proceeds will be used to cover the cost of the call spread and for general corporate purposes including research and development and acquisitions or investments.
Vocera is a San Jose, Calif.-based communications solutions provider for mobile workers in a variety of industries.
| Issuer: | Vocera Communications Inc.
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| Securities: | Convertible senior notes
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| Amount: | $125 million
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| Greenshoe: | $18.75 million
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| Maturity: | May 15, 2023
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| Bookrunners: | Morgan Stanley & Co. Inc. and Piper Jaffray & Co. Inc.
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| Coupon: | 1.5%
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| Price: | Par
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| Conversion premium: | 32.5%
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| Conversion price: | $32.25
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| Conversion rate: | 31.0073
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| Call options: | Non-callable
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| Put options: | Upon a fundamental change
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| Pricing date: | May 14
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| Settlement date: | May 17
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| Talk: | Coupon of 1.25% to 1.75% and an initial conversion premium of 30% to 35%
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| Stock symbol: | NYSE: VCRA
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| Stock price: | $24.34 at market close May 14
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| Market capitalization: | $723.32 million
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