By Abigail W. Adams
Portland, Me., June 16 – Vroom Inc. priced an upsized $550 million of five-year convertible notes after the market close on Tuesday at par at the rich end of talk with a coupon of 0.75% and an initial conversion premium of 40%, according to a company news release.
Price talk was for a coupon of 0.75% to 1.25% and an initial conversion premium of 35% to 40%, according to a market source.
The initial size of the offering was $500 million.
Goldman Sachs & Co. LLC, BofA Securities Inc., Wells Fargo Securities LLC and Allen & Co. LLC are joint bookrunners for the Rule 144A offering, which carries a greenshoe of $75 million.
The notes are non-callable until July 6, 2024 and then subject to a 130% hurdle.
They are putable upon a fundamental change. There is dividend protection.
The notes will be settled in cash, shares or a combination of both at the company’s option.
Net proceeds are expected to be $535.7 million or will be $608.9 million if the greenshoe is exercised in full.
Proceeds will be used for general corporate purposes, which may include acquisitions or investments.
Vroom is a New York-based e-commerce platform for used vehicles.
| Issuer: | Vroom Inc.
|
| Securities: | Convertible senior notes
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| Amount: | $550 million
|
| Greenshoe: | $75 million
|
| Maturity: | July 1, 2026
|
| Bookrunners: | Goldman Sachs & Co. LLC, BofA Securities Inc., Wells Fargo Securities LLC and Allen & Co. LLC
|
| Coupon: | 0.75%
|
| Price: | Par
|
| Yield: | 0.75%
|
| Conversion premium: | 40%
|
| Conversion price: | $56.01
|
| Conversion rate: | 17.8527
|
| Call options: | Non-callable until July 6, 2024 and then subject to a 130% hurdle
|
| Put options: | Upon a fundamental change
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| Pricing date: | June 15
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| Settlement date: | June 18
|
| Distribution: | Rule 144A
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| Talk: | Coupon of 0.75% to 1.25% and initial conversion premium of 35% to 40%
|
| Stock symbol: | Nasdaq: VRM
|
| Stock price: | $40.01 at market close June 16
|
| Market capitalization: | $5.46 billion
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