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Published on 4/28/2020 in the Prospect News Convertibles Daily.

Snap greenshoe exercised, raises 0.25% convertibles to $1 billion

By Wendy Van Sickle

Columbus, Ohio, April 28 – Underwriters for Snap Inc.’s 0.25% five-year convertible notes fully exercised their $150 million greenshoe, lifting the total deal size to $1 billion, according to an 8-K filing with the Securities and Exchange Commission.

The company priced $850 million of the convertibles after the market close on Thursday at par with an initial conversion premium of 35%, as previously reported.

Pricing came at the rich end of talk for a yield of 0.25% to 0.75% and at the midpoint of talk for an initial conversion premium of 32.5% to 37.5%.

Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC were joint bookrunners for the Rule 144A offering.

The initial size of the deal was $750 million with a greenshoe of $112.5 million.

The notes are non-callable until May 6, 2023 and then subject to a 130% hurdle with a make-whole.

They are contingently convertible until Feb. 1, 2025.

The notes are putable upon a fundamental change. There is standard dividend protection.

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

In connection with the pricing of the notes, Snap entered into capped call transactions with a cap price of $32.12 per share, representing a 100% premium over the last reported sales price of stock.

Net proceeds are expected to be $840.1 million or $988.5 million if the greenshoe is exercised in full.

Approximately $85 million of proceeds will be used to cover the cost of the call spread with the remaining amount to be used for general corporate purposes.

Snap is a Santa Monica, Calif.-based camera and social media company.


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