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Published on 9/6/2018 in the Prospect News Convertibles Daily.

New Issue: Perficient prices $125 million five-year convertible notes to yield 2.375%, up 25%

By Abigail W. Adams

Portland, Me., Sept. 6 – Perficient Inc. priced $125 million of five-year convertible notes after the market close on Wednesday at the cheap end of talk with a coupon of 2.375% and an initial conversion premium of 25%.

Price talk had been for a coupon of 1.875% to 2.375% and an initial conversion premium of 25% to 30%, according to a market source.

Jefferies & Co. and Nomura are the joint bookrunners for the Rule 144A deal, which carries a greenshoe of $18.75 million.

The notes are contingently convertible until March 15, 2023.

Holders may require the company to repurchase the notes upon a fundamental change. Conversion will be settled in cash, shares or a combination of both at the company’s option.

In connection with the offering, Perficient entered into hedge and warrant transactions, which are expected to cover the number of shares of common stock underlying the notes, according to a company news release.

The warrant strike price is $46.62, which represents a premium of 55% from the last reported sales price of stock.

Net proceeds are expected to be $120.8 million or $138.9 million if the greenshoe is exercised in full.

Approximately $7.5 million will be used to cover the cost of the call spread, $56 million will be used to repay borrowings under its revolving credit facility and $40 million will be used to repurchase 1.3 million shares of common stock from the initial purchasers of the convertible notes.

The remaining amount will be used for general corporate purposes.

Perficient is a St. Louis-based digital transformation consulting firm serving enterprise customers.

Issuer:Perficient Inc.
Securities:Convertible senior notes
Amount:$125 million
Greenshoe:$18.75 million
Maturity:Sept. 15, 2023
Bookrunners:Jefferies & Co. and Nomura
Coupon:2.375%
Price:Par
Yield:2.375%
Conversion premium:25%
Conversion price:$37.60
Conversion rate:26.5957
Call options:None
Put options:Upon a fundamental change
Pricing date:Sept. 5
Settlement date:Sept. 11
Talk:Coupon of 1.875% to 2.375% and an initial conversion premium of 25% to 30%
Stock symbol:Nasdaq: PRFT
Stock price:$30.08 at market close Sept. 5
Market capitalization:$1.05 billion

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