By Abigail W. Adams
Portland, Me., Nov. 19 – Affirm Holdings Inc. priced an upsized $1.5 billion of five-year convertible notes after the market close on Thursday at par with a coupon of 0% and an initial conversion premium of 55%, according to a company news release.
Pricing came at the rich end of initial price talk for a coupon of 0% to 0.25% and richer than initial price talk for an initial conversion premium of 47.5% to 52.5%, according to a market source.
Morgan Stanley & Co. LLC (lead left) and J.P. Morgan Securities LLC were bookrunners for the Rule 144A offering, which carries an upsized greenshoe of $225 million.
The initial size of the offering was $1.25 billion with a greenshoe of $187.5 million.
The notes are non-callable until Nov. 20, 2024 and then subject to a 130% hurdle.
They are putable upon a fundamental change.
The convertibles will be settled in cash up to the principal amount with any remainder to be settled in cash, shares or a combination of both.
Net proceeds are expected to be $1.48 billion or will be $1.7 billion if the greenshoe is exercised in full.
Proceeds will be used for general corporate purposes.
Affirm Holdings is a San Francisco-based financial technology company.
| Issuer: | Affirm Holdings Inc.
|
| Securities: | Convertible senior notes
|
| Amount: | $1.5 billion
|
| Greenshoe: | $225 million
|
| Maturity: | Nov. 15, 2026
|
| Bookrunners: | Morgan Stanley & Co. LLC (lead left) and J.P. Morgan Securities LLC
|
| Coupon: | 0%
|
| Price: | Par
|
| Yield: | 0%
|
| Conversion premium: | 55%
|
| Conversion price: | $215.65
|
| Conversion rate: | 4.6371
|
| Call options: | Non-callable until Nov. 20, 2024 and then subject to a 130% hurdle
|
| Put options: | Upon a fundamental change
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| Pricing date: | Nov. 18
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| Settlement date: | Nov. 23
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| Distribution: | Rule 144A
|
| Talk: | Coupon of 0% to 0.25% and initial conversion premium of 47.5% to 52.5%
|
| Stock symbol: | Nasdaq: AFRM
|
| Stock price: | $139.13 at market close Nov. 18
|
| Market capitalization: | $39.10 billion
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