By Abigail W. Adams
Portland, Me., Dec. 3 – Progenity Inc. priced $75 million of five-year convertible notes after the market close on Wednesday at the cheap end of talk with a coupon of 7.25% and an initial conversion premium of 10%, according to a company news release.
Price talk was for a coupon of 6.75% to 7.25% and an initial conversion premium of 10% to 15%, according to a market source.
Piper Sandler Co. is the bookrunner for the Rule 144A offering, which carries a greenshoe of $15 million.
The notes are non-callable until Dec. 1, 2023 and then subject to a 130% hurdle.
They are putable upon a fundamental change.
The notes will be settled in stock with cash paid in lieu of fractional shares.
Entities affiliated with Athyrium Capital Management LP purchased $25 million of the Rule 144A offering.
In addition, the entities will purchase a separate $78.5 million of convertible notes as part of an exchange for amounts outstanding under Progenity’s credit and security agreement with a fund managed by Athyrium.
The notes issued as part of the exchange will have the same terms as the Rule 144A offering.
Concurrently with the convertible notes offering, Progenity priced a secondary offering of 7,645,259 shares at a public offering price of $3.27.
The secondary offering carries a greenshoe of 1,146,788 shares.
Net proceeds from the convertible notes offering are expected to be $70.8 million or will be $85 million if the greenshoe is exercised in full.
Proceeds from the concurrent offerings will be used for research and development, working capital and general corporate purposes.
Progenity is a San Diego-based biotechnology company.
| Issuer: | Progenity Inc.
|
| Securities: | Convertible senior notes
|
| Amount: | $75 million
|
| Greenshoe: | $15 million
|
| Maturity: | Dec. 1, 2025
|
| Bookrunner: | Piper Sandler Co.
|
| Coupon: | 7.25%
|
| Price: | Par
|
| Yield: | 7.25%
|
| Conversion premium: | 10%
|
| Conversion price: | $3.6
|
| Conversion rate: | 278.0094
|
| Call options: | Non-callable until Dec. 1, 2023 and then subject to a 130% hurdle
|
| Put options: | Upon a fundamental change
|
| Pricing date: | Dec. 2
|
| Settlement date: | Dec. 7
|
| Distribution: | Rule 144A
|
| Talk: | Coupon of 6.75% to 7.25% and initial conversion premium of 10% to 15%
|
| Stock symbol: | Nasdaq: PROG
|
| Stock price: | $3.27 in concurrent offering
|
| Market capitalization: | $153.90 million
|
|
|
© 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.
