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Compass, Inc. Announces Proposed Offering of $750,000,000 Convertible Senior Notes
Prnewswire· 2026-01-07 12:05
Core Viewpoint - Compass, Inc. plans to offer $750 million in convertible senior notes due 2031, with an option for initial purchasers to buy an additional $112.5 million within 13 days of issuance [1][2] Group 1: Offering Details - The notes will be senior unsecured obligations guaranteed by the Company's subsidiaries that also guarantee its existing revolving credit facility [2] - The net proceeds from the offering will be used for general corporate purposes, including repayment of existing indebtedness of Anywhere Real Estate Inc. if the merger is completed, and funding capped call transactions [2] Group 2: Conversion and Capped Call Transactions - The Company will satisfy conversion elections by paying cash, delivering shares of Class A common stock, or a combination of both at its discretion [3] - Capped call transactions are expected to reduce potential dilution of Class A common stock upon conversion of the notes and offset cash payments exceeding the principal amount of converted notes [4] Group 3: Market Impact and Hedging Activities - Counterparties may purchase shares of Class A common stock or enter into derivative transactions around the pricing of the notes, which could influence the market price of the stock and notes [5] - These activities may affect the ability of noteholders to convert the notes and the number of shares received upon conversion [5] Group 4: Company Overview - Compass is a leading tech-enabled real estate services company and the largest residential real estate brokerage in the U.S. by sales volume [7] - The Company provides an integrated platform for real estate agents, including cloud-based software for various critical functionalities [8]
Guardant Health Prices Upsized $350.0 Million Convertible Senior Notes Offering
Businesswire· 2025-11-05 07:15
Core Viewpoint - Guardant Health, Inc. has announced the pricing of an upsized offering of $350.0 million in aggregate principal amount of 0% convertible senior notes due 2033, aimed at qualified institutional buyers under Rule 144A of the Securities Act [1] Group 1 - The offering consists of convertible senior notes, which are debt securities that can be converted into a predetermined number of the company's shares [1] - The notes are due in 2033, indicating a long-term financing strategy for the company [1] - The offering is classified as a private offering, targeting institutional investors rather than the general public [1]
Solaris Energy prices upsized $650M convertible senior notes offering
Yahoo Finance· 2025-10-08 11:20
Core Points - Solaris Energy Infrastructure announced a public offering of $650 million in 0.25% convertible senior notes due 2031, increasing from a previously announced size of $600 million [1] - The offering is set to settle on October 8, 2025, and includes an option for underwriters to purchase an additional $97.5 million in notes to cover over-allotments [1] - Estimated net proceeds from the offering are approximately $634.4 million, or $729.7 million if the underwriters fully exercise their option [1] - Solaris plans to allocate about $57 million of the net proceeds for capped call transactions, with the remainder intended for purchasing a subordinated convertible note from its operating subsidiary [1] - Morgan Stanley, Goldman Sachs, and Santander US Capital Markets are the book-running managers for the offering, with J. Wood Capital Advisors serving as financial advisor [1]
Cytokinetics Announces Pricing of Upsized $650.0 Million Convertible Senior Notes Offering; Refinances a Portion of 2027 Convertible Notes
Globenewswire· 2025-09-17 03:45
Core Viewpoint - Cytokinetics has announced the pricing of a $650 million offering of 1.75% convertible senior notes due 2031, increasing from a previously announced size of $550 million [1][4]. Transaction Details - The notes are set to settle on September 19, 2025, and the initial purchasers have an option to buy an additional $100 million in notes within 13 days of issuance [3]. - The notes will be senior, unsecured obligations with an annual interest rate of 1.75%, payable semi-annually starting April 1, 2026, and maturing on October 1, 2031 [4]. - Noteholders can convert their notes under specific conditions before July 1, 2031, and at any time thereafter until maturity [4]. - The initial conversion rate is 14.6156 shares per $1,000 principal amount, equating to a conversion price of approximately $68.42 per share, representing a 37.5% premium over the last reported sale price of $49.76 on September 16, 2025 [4]. Redemption and Repurchase Conditions - Cytokinetics cannot redeem the notes before October 6, 2028, but can redeem them thereafter under certain conditions [5]. - In the event of a "fundamental change," noteholders may require Cytokinetics to repurchase their notes at the principal amount plus accrued interest [6]. Use of Proceeds - The net proceeds from the offering are estimated at approximately $632 million, or $729.4 million if the option for additional notes is fully exercised [7]. - The primary use of proceeds will be to refinance existing 3.50% convertible senior notes due 2027, extending their maturity to 2031 and retiring approximately $399.5 million of those notes [7][8]. - Remaining proceeds will support the potential commercial launch of aficamten and general corporate purposes [7][14]. Company Overview - Cytokinetics is a biopharmaceutical company focused on developing new medicines for cardiac muscle dysfunction, with a pipeline that includes aficamten and omecamtiv mecarbil [12]. - Aficamten is being prepared for potential regulatory approvals following positive Phase 3 trial results, while other products target various heart failure conditions [12].
GDS Prices Offering of US$500 Million Convertible Senior Notes
Globenewswire· 2025-05-28 02:00
Core Viewpoint - GDS Holdings Limited has announced the pricing of a $500 million offering of 2.25% convertible senior notes due in 2032, increasing the initial offering size from $450 million, with expected net proceeds of approximately $486.1 million after expenses [1][2]. Group 1: Notes Offering Details - The offering consists of 2.25% convertible senior notes with an aggregate principal amount of $500 million, due in 2032, and is being offered to qualified institutional buyers [1]. - The company has granted initial purchasers an option to buy an additional $50 million in notes, with the offering expected to close around May 30, 2025 [1]. - The net proceeds will be used for working capital and refinancing existing debt, including potential repurchases of convertible bonds due in 2029 [2]. Group 2: Notes Characteristics - The notes will bear interest at 2.25% per year, payable semiannually, and will mature on June 1, 2032 [3]. - The initial conversion rate is set at 30.2343 American depositary shares (ADSs) per $1,000 principal amount, equating to a conversion price of approximately $33.08 per ADS, representing a 35% premium over the ADS public offering price of $24.50 [4]. - The notes are convertible under specific conditions, with holders able to convert them into cash, ADSs, or a combination thereof starting December 1, 2031 [5]. Group 3: Redemption and Repurchase Options - The company may redeem the notes under certain conditions, including tax law changes or if less than 10% of the original principal remains outstanding [6]. - Holders can require the company to repurchase their notes on June 1, 2029, or upon a "fundamental change" [7][8]. Group 4: Market Impact and Additional Offerings - The company anticipates that some purchasers may establish short positions in its ADSs, which could affect the market price of both the ADSs and the notes [9]. - GDS Holdings has also priced a separate public offering of 6,000,000 ADSs to facilitate derivative transactions related to the notes offering [10]. - Additionally, a public offering of 5,200,000 ADSs has been announced, with underwriters granted a 30-day option for additional purchases [11].