By Rebecca Melvin
New York, Feb. 25 – Actavis plc priced an upsized $4.6 billion of 5.5% series A mandatory convertible preferred stock with an initial conversion premium of 22.5% on Tuesday, according to a regulatory filing.
There is $460 million over-allotment option.
Actavis also sold a concurrent $3.8 billion of common stock, or some 13 million shares at $288.00 per share, which was downsized from $4.2 billion. The mandatory deal was initially expected to be $4.2 billion in size.
The mandatories came at the rich end of price talk, which was tightened during marketing to a 5.5% to 5.75% dividend and a 20% to 22.5% initial conversion premium. Original price talk was for a 5.75% to 6.25% dividend with a 17.5% to 22.5% premium.
The deal timing was also accelerated to Tuesday from Thursday.
Proceeds from the two deals, together with additional debt financing, will be used to finance the cash consideration for its $66 billion acquisition of Allergan Inc.
Joint bookrunning managers were J.P. Morgan Securities LLC, Mizuho Securities, Wells Fargo Securities LLC, Morgan Stanley & Co. LLC, Barclays and Citigroup Global Markets Inc.
The mandatories have takeover protection and mature March 1, 2018.
The common stock and mandatory offerings are not contingent upon each other or on the consummation of the Allergan acquisition. If the acquisition doesn’t close, Actavis will use proceeds for general corporate purposes.
Actavis is a global specialty pharmaceutical company with headquarters in Parsippany, N.J.
Allergan is a health care company based in Irvine, Calif. The new company will be called Allergan.
| Issuer: | Actavis plc
|
| Securities: | Mandatory convertible preferred stock (series A)
|
| Amount: | $4.6 billion, upsized from $4.2 billion (4.6 million shares)
|
| Greenshoe: | $460 million
|
| Maturity: | March 1, 2018
|
| Concurrent offering: | $3.8 billion of common stock, downsized from $4.2 billion
|
| Bookrunners: | J.P. Morgan Securities LLC, Mizuho Securities, Wells Fargo Securities LLC, Morgan Stanley & Co. LLC, Barclays, Citigroup Global Markets Inc.
|
| Dividend: | 5.5%
|
| Price: | Par of $1,000.00
|
| Yield: | 5.5%
|
| Threshold appreciation price: | $352.80
|
| Maximum conversion rate: | 3.4722 shares
|
| Minimum conversion rate: | 2.8345 shares
|
| Pricing date: | Feb. 24
|
| Settlement date: | March 2
|
| Distribution: | Registered, off the shelf
|
| Stock symbol: | NYSE: ACT
|
| Stock price: | $289.11 at close Feb. 24
|
| Stock reference price: | $288.00
|
| Market capitalization: | $77.32 billion
|
| Expected mandatory listing: | NYSE: ACTPRA
|
© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere.
For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.
