By Abigail W. Adams
Portland, Me., May 23 – Veoneer Inc. priced an upsized $180 million of five-year convertible notes after the market close on Wednesday at the midpoint of talk with a coupon of 4% and an initial conversion premium of 27.5%, according to an FWP filing with the Securities and Exchange Commission.
Price talk was for a coupon of 3.75% to 4.25% and an initial conversion premium of 25% to 30%, according to a market source.
Morgan Stanley was the bookrunner for the registered offering, which carries an upsized greenshoe of $27 million.
Nordea Bank Abp and Skandinaviska Enskilda Banken AB were also bookrunners.
The initial size of the deal was $150 million with a greenshoe of $22.5 million.
The notes are contingently convertible until March 1, 2024.
They are non-callable until June 1, 2022 and then subject to a 130% hurdle with a make-whole.
There is takeover protection. They are putable upon a fundamental change.
They will be settled in cash, shares, or a combination of both at the company’s option.
The deal priced concurrently with a $420 million, or 24 million share, common stock offering, which priced at $17.50 per share.
The common stock offering carries a greenshoe of $63 million. The initial size of the common stock offering was $350 million with a greenshoe of $52.5 million.
Proceeds are expected to be $600 million, or $690 million if the greenshoes on the concurrent offerings are exercised in full.
Proceeds will be used for general corporate purposes and working capital, including for acquisition or investments in complementary businesses or joint ventures.
Veoneer is a Stockholm, Sweden-based automotive safety electronics developer and manufacturer.
| Issuer: | Veoneer Inc.
|
| Securities: | Convertible senior notes
|
| Amount: | $180 million
|
| Greenshoe: | $27 million
|
| Maturity: | June 1, 2024
|
| Bookrunners: | Morgan Stanley, Nordea Bank Abp and Skandinaviska Enskilda Banken AB
|
| Coupon: | 4%
|
| Price: | Par
|
| Yield: | 4%
|
| Conversion premium: | 27.5%
|
| Conversion price: | $22.3125
|
| Conversion rate: | 44.8179
|
| Call options: | Non-callable until June 1, 2022 and then subject to a 130% hurdle
|
| Put options: | Upon a fundamental change
|
| Pricing date: | May 22
|
| Settlement date: | May 28
|
| Distribution: | Registered
|
| Talk: | Coupon of 3.75% to 4.25% and an initial conversion premium of 25% to 30%
|
| Concurrent offering: | $420 million, or 21 million shares, of common stock
|
| Stock symbol: | NYSE: VNE
|
| Stock reference price: | $17.50 in concurrent offering
|
| Market capitalization: | $1.57 billion
|
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