By Abigail W. Adams
Portland, Me., March 16 – Magnite priced $350 million of five-year convertible notes after the market close on Monday at par at the midpoint of talk with a coupon of 0.25% and an initial conversion premium of 40%, according to a company news release.
Price talk was for a coupon of 0% to 0.5% and an initial conversion premium of 37.5% to 42.5%, according to a market source.
Goldman Sachs & Co. LLC was underwriter for the Rule 144A and Regulation S offering, which carries a greenshoe of $50 million.
The notes are non-callable until March 20, 2024 and then subject to a 130% hurdle.
They are putable upon a fundamental change.
In connection with the offering, the company entered into capped call transactions with a cap price of $91.26, which represents a premium of 100% over the last reported sales price of stock.
Net proceeds are expected to be $340 million, assuming no exercise of the greenshoe.
Approximately $34.1 million of net proceeds will be used to cover the cost of the call spread with remaining proceeds to be used to pay a portion of the purchase price for the acquisition of SpotX.
If the acquisition is not completed, proceeds will be used for general corporate purposes, which may include capital expenditures or acquisitions and strategic transactions.
Magnite is a Los Angeles-based sellside advertising platform.
| Issuer: | Magnite
|
| Securities: | Convertible senior notes
|
| Amount: | $350 million
|
| Greenshoe: | $50 million
|
| Maturity: | March 15, 2026
|
| Bookrunner: | Goldman Sachs & Co. LLC
|
| Coupon: | 0.25%
|
| Price: | Par
|
| Yield: | 0.25%
|
| Conversion premium: | 40%
|
| Conversion price: | $63.88
|
| Conversion rate: | 15.6539
|
| Call options: | Non-callable until March 20, 2024 and then subject to a 130% hurdle
|
| Put options: | Upon a fundamental change
|
| Pricing date: | March 15
|
| Settlement date: | March 18
|
| Distribution: | Rule 144A and Regulation S offering
|
| Talk: | Coupon of 0% to 0.5% and initial conversion premium of 37.5% to 42.5%
|
| Stock symbol: | Nasdaq: MGNI
|
| Stock price: | $45.63 at market close March 15
|
| Market capitalization: | $5.27 billion
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