By Stephanie N. Rotondo
Seattle, March 14 – Holders of NCR Corp.’s 5.5% series A convertible preferred stock sold 342,000 shares at $1,602.99 per share, the company said in a press release.
Proceeds are $548.22 million.
The Blackstone Group LP was the selling shareholder. NCR will not receive any proceeds from the sale.
J.P. Morgan Securities LLC and BofA Merrill Lynch are running the deal.
Additionally, holders have agreed to convert some of their remaining holdings into 3 million shares of common stock at a price of $48.47 per share.
Dividends on the preferreds are payable in kind until Dec. 10, 2019. After that date, dividends will be paid in cash, in kind, or a combination, at the company’s option.
The preferreds are mandatorily convertible at the company’s option if the stock’s volume weighted average price trades above the mandatory conversion price of $54.00 for at least 30 out of 45 consecutive trading days.
The preferreds are putable upon a change of control.
NCR said it had held discussions with the holders and agreed to release them from a lock up that prevents them selling the preferreds until June 4. The release applies to 49% of the preferreds. The lock up on the remainder was extended six months to Dec. 1.
NCR is a Duluth, Ga.-based consumer transaction technologies company.
| Issuer: | NCR Corp.
|
| Securities: | Series A convertible preferred stock
|
| Proceeds: | $548,222,580
|
| Shares: | 342,000
|
| Maturity: | Perpetual
|
| Bookrunners: | J.P. Morgan Securities LLC and BofA Merrill Lynch
|
| Dividend: | 5.5%, payable in kind until Dec. 10, 2019
|
| Price: | $1,602.99
|
| Conversion price: | $30.00
|
| Conversion rate: | 33.333
|
| Contingent conversion: | No
|
| Contingent call: | Mandatory conversion at company’s option starting Dec. 4, 2018 subject to $54.00 stock price hurdle
|
| Put: | For three months starting March 16, 2024 and every three years subsequently
|
| Change-of-control put: | Yes
|
| Pricing date: | March 13
|
| Settlement date: | March 17
|
| Stock symbol: | NYSE: NCR
|
| Stock price: | $43.20 as of March 13 close
|
| Market capitalization: | $5.28 billion
|
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