By Sheri Kasprzak
New York, May 8 - Online Resources Corp. has received $75 million from a private placement of convertible preferred stock and also raised $85 million from senior secured notes.
Both the preferreds and the notes were funded by Tennenbaum Capital Partners, LLC.
The 8% preferreds are convertible into common stock at 125% of the volume weighted average price of Online Resources' stock for the 10 trading days before the company's merger agreement is completed with Princeton eCom Corp., which provides electronic payment options to financial institutions.
The merger is slated to close July 15.
Online may force conversion of the preferreds if the volume weighted average price of its stock is at least 165% of the conversion price for 30 consecutive trading days.
The preferreds are redeemable in seven years at 115% of face value plus dividends.
The notes, due in six years, bear interest at Libor plus 700 basis points and may be prepaid at 102% of face value for the first year, at 101% during the second year and at par thereafter.
Under the terms of the previously announced merger, Online has agreed to acquire Princeton at a minimum of $180 million and a maximum of $190 million in cash.
Based in Chantilly, Va., Online Resources provides web-based banking and payment services to financial institutions.
Convertible preferreds
| Issuer: | Online Resources Corp.
|
| Issue: | Convertible preferred stock
|
| Amount: | $75 million
|
| Dividends: | 8%
|
| Conversion price: | 125% of the VWAP for the 10 trading days before the Princeton eCom merger is completed
|
| Call: | May force conversion if VWAP of stock exceeds 165% of the conversion price of 30 consecutive trading days; redeemable in seven years at 115% of par plus dividends
|
| Warrants: | No
|
| Investor: | Tennenbaum Capital Partners, LLC
|
| Settlement date: | May 5
|
| Stock symbol: | Nasdaq: ORCC
|
| Stock price: | $13.37 at close May 5
|
|
|
| Senior notes
|
| Issuer: | Online Resources Corp.
|
| Issue: | Senior secured notes
|
| Amount: | $85 million
|
| Maturity: | Six years
|
| Coupon: | Libor plus 700 basis points
|
| Call: | Redeemable in the first year at 102% of par plus interest, in the second year at 101% of par plus interest and at par for the remainder of the term
|
| Warrants: | No
|
| Investor: | Tennenbaum Capital Partners, LLC
|
| Settlement date: | May 5
|
| Stock symbol: | Nasdaq: ORCC
|
| Stock price: | $13.37 at close May 5
|
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