Chicago, March 5 – SoFi Technologies Inc. priced a $750 million offering of 1.25% five-year convertible senior notes after the market close on Tuesday, according to a press release.
The initial conversion premium will be 30%.
Both the coupon and the initial conversion premium come at the midrange of talk, or for talk of a coupon of 1% to 1.5% and an initial conversion premium of 27.5% to 32.5%.
Mizuho Securities USA Inc. (lead left), Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC are bookrunners for the Rule 144A offering, which carries a greenshoe of $112.5 million.
The notes are non-callable until March 15, 2027 and then subject to a 130% hurdle.
They are putable upon a fundamental change.
The notes will be settled in cash up to the principal amount with any remaining amounts to be settled in cash, shares or a combination of both.
In connection with the offering, the company is entering into capped call transactions.
The cap price of the capped call transactions will initially be $14.54, or a premium of 100% over the March 5 common stock price.
Proceeds will be used to cover the cost of the call spread, to redeem the company’s 12.5% series 1 preferred stock and for general corporate purposes, which may include repayment of higher cost debt.
SoFi is a San Francisco-based financial technology company.
| Issuer: | SoFi Technologies Inc.
|
| Amount: | $750 million
|
| Greenshoe: | $112.5 million
|
| Issue: | Convertible senior notes
|
| Maturity: | March 15, 2029
|
| Bookrunners: | Mizuho Securities USA Inc. (lead left), Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC
|
| Coupon: | 1.25%
|
| Price: | Par
|
| Yield: | 1.25%
|
| Conversion premium: | 30%
|
| Conversion price: | $9.45
|
| Conversion rate: | 105.8089
|
| Call features: | Starting March 15, 2027 subject to 130% hurdle
|
| Trade date: | March 5
|
| Settlement date: | March 8
|
| Distribution: | Rule 144A
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| Price talk: | Coupon of 1% to 1.5% and initial conversion premium of 27.5% to 32.5%.
|
| Stock symbol: | Nasdaq: SOFI
|
| Stock price: | $7.27 on March 5
|
| Market capitalization: | $7.1 billion
|
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