By Abigail W. Adams
Portland, Me., Sept. 30 – SoFi Technologies Inc. priced an upsized $1.1 billion offering of five-year convertible notes after the market close on Wednesday at par with a coupon of 0% and an initial conversion premium of 40%, according to a company news release.
Pricing came at the rich end of price talk for a coupon of 0% to 0.5% and at the midpoint of talk for an initial conversion premium of 37.5% to 42.5%, according to a market source.
Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Allen & Co. LLC were bookrunners for the Rule 144A offering, which carries a downsized greenshoe of $100 million.
The initial size of the offering was $750 million with a greenshoe of $112.5 million.
The notes are non-callable until Oct. 15, 2024 and then are subject to a 130% hurdle.
They 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 a cap price of $32.02, which represents a premium of 100% over the last reported sales price of stock.
Net proceeds are expected to be $1.078 billion or will be $1.176 billion if the greenshoe is exercised in full.
Approximately $104.3 million of net proceeds will be used to cover the cost of the call spread with remaining proceeds to be used for general corporate purposes.
SoFi Technologies is a San Francisco-based online personal finance company.
| Issuer: | SoFi Technologies Inc.
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| Securities: | Convertible senior notes
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| Amount: | $1.1 billion
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| Greenshoe: | $100 million
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| Maturity: | Oct. 15, 2026
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| Bookrunners: | Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and Allen & Co. LLC
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| Coupon: | 0%
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| Price: | Par
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| Yield: | 0%
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| Conversion premium: | 40%
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| Conversion price: | $22.41
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| Conversion rate: | 44.6150
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| Call options: | Non-callable until Oct. 15, 2024 and then are subject to a 130% hurdle
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| Put options: | Upon a fundamental change
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| Pricing date: | Sept. 29
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| Settlement date: | Oct. 4
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| Distribution: | Rule 144A
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| Talk: | Coupon of 0% to 0.5% and initial conversion premium of 37.5% to 42.5%
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| Stock symbol: | Nasdaq: SOFI
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| Stock price: | $16.01 at market close Sept. 29
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| Market capitalization: | $12.72 billion
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