Chicago, July 7 – Pacira BioSciences Inc. sold an upsized offering of $350 million of 0.75% five-year convertible senior notes, according to a press release and a market source.
The notes were initially talked at an issue size of $300 million.
The notes priced on top of talk which was tightened on Tuesday for a coupon of 0.75% and an initial conversion premium of 32.5%, according to a market source.
Initial price talk was for a coupon of 0.75% to 1.25% and an initial conversion premium of 30% to 35%, according to the source.
J.P. Morgan Securities LLC, Jefferies LLC, RBC Capital Markets Corp. and Piper Sandler Co. are bookrunners for the Rule 144A offering, which carries an upsized greenshoe of $52.5 million from $45 million.
The notes are non-callable for three years and then subject to a 130% hurdle with a make-whole.
There is dividend and takeover protection.
The notes have a contingent conversion feature and will be settled in cash, stock or a combination, at the company’s option.
Proceeds will be used to repurchase a portion of the company’s 2.375% convertible notes due 2022 in privately negotiated transactions.
Remaining proceeds will be used for general corporate purposes.
Pacira BioSciences is a Parsippany, N.J.-based pharmaceutical company that is a leading provider of non-opioid pain management medication.
| Issuer: | Pacira BioSciences Inc.
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| Securities: | Convertible senior notes
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| Amount: | $350 million
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| Greenshoe: | $52.5 million
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| Maturity: | Aug. 1, 2025
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| Bookrunners: | J.P. Morgan Securities LLC, Jefferies & Co., RBC Capital Markets LLC and Piper Sandler Co.
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| Coupon: | 0.75%
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| Conversion premium: | 32.5%
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| Conversion price: | $71.78 per share
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| Conversion rate: | 13.9324 shares
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| Call options: | Non-callable for three years and then subject to a 130% hurdle with a make-whole after Aug. 1, 2023
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| Contingent conversion: | Yes
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| Net share settlement: | Cash, stock or a combination, at company’s option
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| Pricing date: | July 7
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| Settlement date: | July 10
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| Distribution: | Rule 144A
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| Talk: | 0.75% to 1.25% coupon, up 30% to 35%
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| Stock symbol: | Nasdaq: PCRX
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| Stock price: | $54.17 as of July 7 close
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| Market capitalization: | $2.28 billion
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