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Published on 12/17/2021 in the Prospect News Convertibles Daily.

Luminar partial greenshoe lifts 1.25% convertibles to $600 million

By Marisa Wong

Los Angeles, Dec. 17 – The underwriters of Luminar Technologies Inc.’s offering of 1.25% convertible notes due 2026 partially exercised their over-allotment option, bringing the total offering size to $600 million, according to an 8-K filing with the Securities and Exchange Commission.

The underwriters exercised $50 million of the $75 million greenshoe. The remaining $25 million may still be exercised on or before Dec. 29.

As previously reported, Luminar priced an upsized $550 million of the five-year convertible notes after the market close on Dec. 14 at par at the cheap end of talk with a coupon of 1.25% and an initial conversion premium of 32.5%.

Price talk was for a coupon of 0.75% to 1.25% and an initial conversion premium of 32.5% to 37.5%.

Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Citigroup Global Markets Inc. and Jefferies LLC were bookrunners for the Rule 144A offering.

The initial size of the offering was $500 million.

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

They are putable upon a fundamental change. There is takeover protection.

In connection with the offering, the company entered into capped call transactions with a cap price of $30.16, which represents a premium of 100% over the last reported sales price of stock.

Luminar used $70.5 million of the proceeds to cover the cost of the capped call transactions. If the underwriters exercise the remainder of the greenshoe, the company intends to use a portion of the additional proceeds to fund the cost of entering into additional capped calls.

Proceeds from the offering will also be used to repurchase class A common stock and for general corporate purposes.

Luminar Technologies is an Orlando, Fla.-based autonomous vehicle software company.


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