By Rebecca Melvin
New York, Sept. 19 – Adesto Technologies Corp. priced $70 million of 4.25% five-year convertible senior notes with an initial conversion premium of 32.5%, according to a company news release.
Pricing of the Rule 144A deal occurred at the rich end of talked terms, which were for a coupon of 4.25% to 4.75% and an initial premium of 27.5% to 32.5%.
There is a $10.5 million greenshoe for the deal that was sold via bookrunner Cowen Group.
The notes are non-callable until Sept. 20, 2022 and then provisionally callable at a 130% price hurdle. The notes have takeover protection via make-whole.
The proceeds will be used to repay Adesto’s existing term loan in full, and about $5.3 million will be used to pay the cost of capped call transactions, with any remainder earmarked for general corporate purposes.
In connection with the offering, Adesto entered into privately negotiated capped call transactions with one of more financial institutions. The strike on the capped calls is $15.86, which represents an initial premium of about 75% from the issuer’s perspective.
The semiconductors and embedded systems maker is based in Santa Clara, Calif.
| Issuer: | Adesto Technologies Corp.
|
| Securities: | Convertible senior notes
|
| Amount: | $70 million
|
| Greenshoe: | $10.5 million
|
| Maturity: | Sept. 15, 2024
|
| Bookrunner: | Cowen Group
|
| Coupon: | 4.25%
|
| Conversion premium: | 32.5%
|
| Conversion price: | $12.00
|
| Conversion rate: | 83.3021
|
| Call options: | Non-callable until Sept. 20, 2022, then provisionally callable at 130% price hurdle
|
| Capped call: | Yes, at $15.86 strike
|
| Takeover protection: | Yes
|
| Pricing date: | Sept. 18
|
| Settlement date: | Sept. 23
|
| Distribution: | Rule 144A
|
| Talk: | 4.25%-4.75%, up 27.5%-32.5%
|
| Stock symbol: | Nasdaq: IOTS
|
| Stock price: | $9.06 at market close Sept. 18
|
| Market capitalization: | $280 million
|
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