Chicago, Sept. 16 – Nutanix Inc. is issuing $575 million of 0.25% convertible senior notes due Oct. 1, 2027 as a result of an exchange offer with existing convertible holders and the issuance of some new notes, according to a press release.
The company privately exchanged $477.3 million of the new notes for $416.5 million of its existing 0% convertible senior notes due 2023. Additionally, the company sold $97.7 million of new notes for an equal amount of cash.
The notes are convertible at the option of the holders before July 1, 2027 only on certain conditions. After that date, noteholders can convert the notes at any time.
If there is a fundamental change, noteholders can require Nutanix to repurchase the notes at par.
Conversions will be settled in cash, stock or a combination at the company’s option.
Starting Oct. 5, 2024 until one month before the maturity date, Nutanix can redeem for cash all or any portion of the notes for cash subject to a 130% hurdle.
For the exchange, the company will not receive any proceeds. For the cash sale of the new notes, estimated cash proceeds are expected to be $88.4 million. Around $14.7 million of the proceeds will be used to repurchase notes and approximately $58.5 million of the proceeds will be used to repurchase 1.4 million shares of common stock. Remaining proceeds will be used for general corporate purposes.
J. Wood Capital Advisors was the placement agent, according to a market source.
Nutanix is a San Jose, Calif.-based cloud computing software company.
| Issuer: | Nutanix Inc.
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| Securities: | Convertible notes
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| Amount: | $575 million
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| Maturity: | Oct. 1, 2027
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| Placement agent: | J. Wood Capital Advisors
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| Coupon: | 0.25%
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| Conversion price: | $57.74
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| Conversion rate: | 17.3192
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| Call options: | Starting Oct. 5, 2024, redeemable for cash subject to a 130% hurdle
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| Put options: | Upon certain conditions until July 1, 2027; thereafter at any time
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| Settlement date: | Sept. 22
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| Distribution: | Exchange
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| Stock reference price: | $42.77 at market close on Sept. 15
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| Stock symbol: | Nasdaq: NTNX
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| Market capitalization: | $8.83 billion
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