By Abigail W. Adams
Portland, Me., Sept. 8 – Advanced Energy Industries Inc. priced $500 million of five-year convertible notes after the market close on Thursday at par at the midpoint of talk with a coupon of 2.5% and an initial conversion premium of 30%, according to a market source and a company news release.
Price talk was for a coupon of 2.25% to 2.75% and an initial conversion premium of 27.5% to 32.5%.
Citigroup Global Markets Inc., BofA Securities Inc. and Wells Fargo Securities LLC were bookrunners for the Rule 144A offering, which carries a greenshoe of $75 million.
The notes are non-callable until Sept. 20, 2026 and then subject to a 130% hurdle.
They are putable upon a fundamental change.
There is dividend protection above 10 cents a share.
The notes will be settled in cash, shares or a combination of both at the company’s option.
In connection with the offering, the company entered into convertible note hedge and warrant transactions with a warrant strike price of $179.76, which represents a premium of 70% over the last reported sales price of stock.
Net proceeds are expected to be $487.9 million or will be $561.2 million if the greenshoe is exercised in full.
Proceeds will be used to cover the cost of the hedge transactions, to repurchase 378,286 shares for $40 million in privately negotiated transactions, to opportunistically repay outstanding debt, to fund growth plans which may include acquisitions and for general corporate purposes.
Advanced Energy is a Denver-based manufacturer of precision power conversion, measurement and control solutions for mission-critical applications.
Issuer: | Advanced Energy Industries Inc.
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Amount: | $500 million
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Greenshoe: | $75 million
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Issue: | Convertible senior notes
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Maturity: | Sept. 15, 2028
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Bookrunners: | Citigroup Global Markets Inc., BofA Securities Inc. and Wells Fargo Securities LLC
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Coupon: | 2.5%
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Price: | Par
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Yield: | 2.5%
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Conversion premium: | 30%
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Conversion price: | $137.46
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Conversion rate: | 7.2747
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Call options: | Non-callable until Sept. 20, 2026 and then subject to a 130% hurdle
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Put options: | Upon a fundamental change
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Pricing date: | Sept. 7
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Settlement date: | Sept. 12
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Distribution: | Rule 144A
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Talk: | Coupon of 2.25% to 2.75% and initial conversion premium of 27.5% to 32.5%
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Stock symbol: | Nasdaq: AEIS
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Stock price: | $105.74 at market close Sept. 8
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Market capitalization: | $3.98 billion
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