By Abigail W. Adams
Portland, Me., Dec. 2 – LivePerson Inc. priced $450 million of six-year convertible notes after the market close on Tuesday at par with a coupon of 0% and an initial conversion premium of 42.5%, according to a market source.
Pricing came at the rich end of initial talk for a coupon of 0% to 0.5% and richer than initial talk for a conversion premium of 35% to 40%.
Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., Barclays and Credit Suisse Securities (USA) LLC were joint bookrunners for the Rule 144A offering, which carries a greenshoe of $67.5 million.
The notes are contingently convertible until Aug. 15, 2026.
The convertibles are non-callable until Dec. 20, 2023 and then are subject to a 130% hurdle with a make-whole.
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.
In connection with the offering, the company entered into capped call transactions with a cap price of $105.58, which represents a 100% premium over the last reported sales price of stock.
Net proceeds are expected to be $439.6 million or will be $505.7 million if the greenshoe is exercised in full.
Approximately $40.1 million of proceeds, or $46.1 million if the greenshoe is exercised, will be used to cover the cost of the call spread with the remaining amount to be used for general corporate purposes.
LivePerson is a New York-based artificial intelligence software company.
| Issuer: | LivePerson Inc.
|
| Securities: | Convertible senior notes
|
| Amount: | $450 million
|
| Greenshoe: | $67.5 million
|
| Maturity: | Dec. 15, 2026
|
| Bookrunners: | Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., Barclays and Credit Suisse Securities (USA) LLC
|
| Co-managers: | HSBC Securities (USA) LLC, Berenberg Capital Markets LLC, Craig-Hallum Capital Group LLC, Evercore Group LLC, KeyBanc Capital Markets Inc., Needham & Co. LLC, Northland Securities Inc. and Roth Capital Partners LLC
|
| Coupon: | 0%
|
| Price: | Par
|
| Yield: | 0%
|
| Conversion premium: | 42.5%
|
| Conversion price: | $75.23
|
| Conversion rate: | 13.2933
|
| Call options: | Non-callable until Dec. 20, 2023 and then are subject to a 130% hurdle
|
| Put options: | Upon a fundamental change
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| Pricing date: | Dec. 1
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| Settlement date: | Dec. 4
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| Distribution: | Rule 144A
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| Talk: | Coupon of 0% to 0.5% and initial conversion premium of 35% to 40%
|
| Stock symbol: | Nasdaq: LPSN
|
| Stock price: | $52.79 at market close Dec. 1
|
| Market capitalization: | $3.53 billion
|
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