By Abigail W. Adams
Portland, Me., May 7 – Varonis Systems Inc. priced an upsized $220 million convertible notes due Aug. 15, 2025 after the market close on Wednesday at par at the midpoint of talk with a coupon of 1.25% and an initial conversion premium of 30%, according to a company news release.
Price talk was for a coupon of 1% to 1.5% and an initial conversion premium of 27.5% to 32.5%, according to a market source.
J.P. Morgan Securities LLC and Barclays were the active bookrunners for the Rule 144A offering, which carries an upsized greenshoe of $33 million.
The initial size of the offering was $175 million with a greenshoe of $26.25 million.
The notes are non-callable until Aug. 20, 2023 and then subject to a 130% hurdle. They are contingently convertible until Feb. 15, 2025.
There is standard dividend and takeover protection.
In connection with the pricing of the notes the company entered into capped call transactions with a cap price of $141.72, which represents a premium of 100% over the last reported sales price of stock.
Net proceeds are expected to be $213.3 million or $245.5 million if the greenshoe is exercised in full.
Approximately $25.5 million, or $29.3 million if the greenshoe is exercised, of net proceeds will be used to cover the cost of the call spread with the remaining amount to be used for working capital and for other general corporate purposes.
Varonis Systems is a New York-based data security and analytics company.
| Issuer: | Varonis Systems Inc.
|
| Securities: | Convertible senior notes
|
| Amount: | $220 million
|
| Greenshoe: | $33 million
|
| Maturity: | Aug. 15, 2025
|
| Bookrunners: | J.P. Morgan Securities LLC and Barclays
|
| Coupon: | 1.25%
|
| Price: | Par
|
| Yield: | 1.25%
|
| Conversion premium: | 30%
|
| Conversion price: | $92.12
|
| Conversion rate: | 10.8556
|
| Call options: | Non-callable until Aug. 20, 2023 and then subject to a 130% hurdle
|
| Put options: | Upon a fundamental change.
|
| Pricing date: | May 6
|
| Settlement date: | May 11
|
| Distribution: | Rule 144A
|
| Talk: | Coupon of 1% to 1.5% and initial conversion premium of 27.5% to 32.5%
|
| Stock symbol: | Nasdaq: VRNS
|
| Stock price: | $70.86 at market close May 6
|
| Market capitalization: | $2.04 billion
|
© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere.
For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.
