By Abigail W. Adams
Portland, Me., Nov. 17 – indie Semiconductor Inc. priced an upsized $140 million of five-year convertible notes after the market close on Wednesday at par with a coupon of 4.5% and an initial conversion premium of 30%, according to a company news release.
Pricing came at the midpoint of talk for a coupon of 4.25% to 4.75% and at the rich end of talk for an initial conversion premium of 25% to 30%, according to a market source.
Goldman Sachs & Co. LLC was bookrunner for the Rule 144A offering, which carries an upsized greenshoe of $20 million.
The initial size of the offering was $125 million with a greenshoe of $18.75 million.
The notes are non-callable until Nov. 20, 2025 and then subject to a 130% hurdle.
They are putable upon a fundamental change.
There is takeover protection.
The notes will be settled in cash, shares or a combination of both at the company’s option.
Concurrently, the company repurchased 1.1 million shares for $7.4 million.
The company had planned to repurchase up to $25 million in stock but reduced the amount due to strong demand from long-only investors.
The company’s board has authorized the repurchase of up to $50 million in common stock or warrants to purchase common stock.
Net proceeds are expected to be $135 million or will be $154.5 million if the greenshoe is exercised in full.
Proceeds will be used for the concurrent share repurchase and general corporate purposes, which may include additional stock repurchases or acquisitions.
Purchasers of the notes included funds managed by Soros Fund Management LLC, Lord Abbett and Polar Capital.
indie Semiconductor is an Aliso Viejo, Calif.-based automotive semiconductor company.
| Issuer: | indie Semiconductor Inc.
|
| Amount: | $140 million
|
| Greenshoe: | $20 million
|
| Issue: | Convertible senior notes
|
| Maturity: | Nov. 15, 2027
|
| Bookrunner: | Goldman Sachs & Co. LLC
|
| Coupon: | 4.5%
|
| Price: | Par
|
| Yield: | 4.5%
|
| Conversion premium: | 30%
|
| Conversion price: | $8.65
|
| Conversion rate: | 115.5869
|
| Call options: | Non-callable until Nov. 20, 2025 and then subject to a 130% hurdle
|
| Put options: | Upon a fundamental change
|
| Pricing date: | Nov. 16
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| Settlement date: | Nov. 21
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| Distribution: | Rule 144A
|
| Talk: | Coupon of 4.25% to 4.75% and initial conversion premium of 25% to 30%
|
| Stock symbol: | Nasdaq: INDI
|
| Stock price: | $6.655 at market close Nov. 16
|
| Market capitalization: | $971.34 million
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