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Published on 5/31/2019 in the Prospect News Convertibles Daily.

New Issue: Enphase sells $120 million five-year convertibles to yield 1%, up 30%

By Abigail W. Adams

Portland, Me., May 31 – Enphase Energy Inc. priced $120 million of five-year convertible notes prior to the market open on Friday at par to yield 1% with an initial conversion premium of 30%.

Pricing came in line with talk for a fixed coupon of 1% and at the rich end of talk for an initial conversion premium of 25% to 30%, according to a market source.

Credit Suisse Securities (USA) LLC and Barclays are the bookrunners for the Rule 144A offering, which carries a greenshoe of $12 million.

The notes are contingently convertible until Dec. 1, 2023.

They will be settled in cash, shares or a combination of both at the company’s option.

In connection with the offering, the company will enter into convertible note hedge and warrant transactions.

The strike price on the warrant transactions is $25.23, which represents a premium of 60% over the last reported sales price of stock.

Net proceeds are expected to be $115.9 million, or $127.5 million if the greenshoe is exercised in full.

Approximately $5.9 million of the proceeds will be used to cover the cost of the call spread.

Proceeds will also be used to repurchase the outstanding $60 million of the company’s 4% convertible notes due 2023 in privately negotiated transactions.

Holders will receive an aggregate 10.8 million shares of common stock, in addition to a $6 million cash amount in the exchange, according to the news release.

Remaining proceeds will be used for general corporate purposes.

Enphase is a Fremont, Calif.-based global energy technology company.

Issuer:Enphase Energy
Securities:Convertible senior notes
Amount:$120 million
Greenshoe:$12 million
Maturity:June 1, 2024
Bookrunners:Credit Suisse Securities (USA) LLC and Barclays
Coupon:1%
Price:Par
Yield:1%
Conversion premium:30%
Conversion price:$20.50
Conversion rate:48.7781
Call options:None
Put options:None
Pricing date:May 31
Settlement date:June 5
Distribution:Rule 144A
Talk:Fixed coupon of 1% and an initial conversion premium of 25% to 30%
Stock symbol:Nasdaq: ENPH
Stock price:$15.77 at market close May 30
Market capitalization:$1.74 billion

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