LivePerson greenshoe ups six-year convertibles to $517.5 million

By Wendy Van Sickle

Columbus, Ohio, Dec. 7 – Underwriters for LivePerson Inc.’s 0% six-year convertible notes fully exercised their $67.5 million greenshoe, lifting the total deal size to $517.5 million, according to an 8-K filing with the Securities and Exchange Commission.

The company priced $450 million of the convertibles on Dec. 1, as previously reported.

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.

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 $505.7 million with the greenshoe exercised in full.

Approximately $46.1 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.

LivePerson is a New York-based artificial intelligence software company.

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