By Abigail W. Adams
Portland, Me., May 18 – Sunnova Energy International Inc. priced $500 million of long five-year convertible notes after the market close on Monday at the cheap end of talk with a coupon of 0.25% and an initial conversion premium of 30%, according to a company news release.
Price talk was for a coupon of 0% to 0.25% and an initial conversion premium of 30% to 35%, according to a market source.
Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC were joint bookrunners for the Rule 144A offering, which carries a greenshoe of $75 million.
The notes are non-callable until June 5, 2024 and then subject to a 130% hurdle. They are putable upon a fundamental change.
There is takeover protection.
In connection with the offering, the company entered into capped call transactions with a cap price of $60, which represents a premium of 125.6% over the last reported sales price of stock.
Net proceeds are expected to be $487.1 million or will be $560.2 million if the greenshoe is exercised in full.
Approximately $79.7 million of net proceeds will be used to cover the cost of the call spread with remaining amounts to be used to repay outstanding debt and finance or refinance eligible green projects.
Sunnova Energy is a Houston-based solar and energy storage service provider.
| Issuer: | Sunnova Energy International Inc.
|
| Securities: | Convertible senior notes
|
| Amount: | $500 million
|
| Greenshoe: | $75 million
|
| Maturity: | Dec. 1, 2026
|
| Bookrunners: | Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC
|
| Coupon: | 0.25%
|
| Price: | Par
|
| Yield: | 0.25%
|
| Conversion premium: | 30%
|
| Conversion price: | $34.58
|
| Conversion rate: | 28.9184
|
| Call options: | Non-callable until June 5, 2024 and then subject to a 130% hurdle
|
| Put options: | Upon a fundamental change
|
| Pricing date: | May 17
|
| Settlement date: | May 20
|
| Distribution: | Rule 144A
|
| Talk: | Coupon of 0% to 0.25% and initial conversion premium of 30% to 35%
|
| Stock symbol: | NYSE: NOVA
|
| Stock price: | $26.60 at market close May 17
|
| Market capitalization: | $2.98 billion
|
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