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Published on 9/17/2021 in the Prospect News Convertibles Daily.

Porch greenshoe exercised, lifts 0.75% convertibles to $425 million

By Rebecca Melvin

Concord, N.H., Sept. 17 – Initial purchasers of Porch Group Inc.’s recently priced 0.75% convertible senior notes due 2026 exercised their $40 million over-allotment option in full, according to an 8-K filing with the Securities and Exchange Commission.

This brings the total deal sized to $425 million. Porch priced the initial $385 million of five-year convertible notes after the market close on Sept. 13 at par with an initial conversion premium of 32.5%.

The deal was initially talked at $350 million in size. There was also a $40 million greenshoe, which was downsized from $52.5 million.

As previously reported, pricing came at the midpoint of 0.5% to 1% coupon talk and 30% to 35% talk for the initial conversion premium.

Goldman Sachs & Co. LLC (lead left), J.P. Morgan Securities LLC and Oppenheimer & Co. Inc. were bookrunners for the Rule 144A offering.

The notes are non-callable until Sept. 20, 2024 and then subject to a 130% hurdle.

There is dividend and takeover protection.

The notes will be settled in cash, shares or a combination of both at the company’s option.

In connection with the offering, the company entered into capped call transactions with Goldman Sachs, JPMorgan Chase Bank NA, Bank of Montreal and Jefferies International Ltd. The strike price is initially $37.74, representing a 100% premium from the issuer’s perspective.

Proceeds will be used to cover the cost of the call spread, to repay outstanding borrowings under the company’s senior secured term loan and for general corporate purposes, which may include potential acquisitions.

Porch Group is a Seattle-based software company serving home services professionals.


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