Winnebago Industries, Inc. priced $270.0 million in aggregate principal amount of 1.50% convertible senior notes due 2025 (the “notes”) in a previously announced private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the offering, the Company has granted the initial purchasers a 30-day option to purchase up to an additional $30.0 million in aggregate principal amount of notes.
The notes will bear interest at a rate of 1.50% per year, payable semi-annually in arrears on April 1 and October 1 of each year, beginning April 1, 2020. The notes will mature on April 1, 2025, unless repurchased or converted in accordance with their terms prior to such date. Prior to October 1, 2024, the notes will be convertible only upon satisfaction of certain conditions and during certain periods, and on and after October 1, 2024, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.
The Company will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at its election, based on the applicable conversion rate(s). Holders of the notes will have the right to require the Company to repurchase all or any portion of their notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of certain fundamental changes.
The conversion rate will initially be 15.6906 shares of common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $63.73 per share of the Company’s common stock), subject to adjustment. The initial conversion price of the notes represents a premium of approximately 32.5% over the $48.10 per share closing price of the Company’s common stock on October 29, 2019. The sale of the notes is expected to close November 1, 2019, subject to customary closing conditions.
In connection with the pricing of the notes, the Company entered into privately negotiated convertible note hedge transactions with one or more financial institutions, which may include one or more of the initial purchasers or their respective affiliates (the “option counterparties”). These transactions cover, subject to customary anti-dilution adjustments, the number of shares of the Company’s common stock that will initially underlie the notes, and are expected generally to reduce the potential equity dilution, and/or offset any cash payments in excess of the principal amount due, as the case may be, upon conversion of the notes. The Company entered into separate, privately negotiated warrant transactions with the option counterparties at a higher strike price relating to the same number of shares of the Company’s common stock, subject to customary anti-dilution adjustments, pursuant to which the Company will sell warrants to the option counterparties. The warrants could have a dilutive effect on the Company’s outstanding common stock and the Company’s earnings per share to the extent that the price of the Company’s common stock exceeds the strike price of those warrants. The strike price of the warrants will initially be $96.20 per share, which represents a premium of 100% over the per share closing price of the Company’s common stock on October 29, 2019, and is subject to certain adjustments under the terms of the warrant transaction.
If the initial purchasers exercise their option to purchase additional notes, the Company expects to enter into additional convertible note hedge transactions and additional warrant transactions with the option counterparties, which will initially cover the number of shares of the Company’s common stock that will initially underlie the additional notes sold to the initial purchasers.
The Company estimates that the net proceeds from this offering will be approximately $259.9 million (or approximately $289.0 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting the initial purchasers’ discounts and commissions and the Company’s estimated offering expenses.
The Company intends to use a portion of the net proceeds from the offering to fund the cost of entering into the convertible note hedge transactions (after such cost is partially offset by the proceeds that the Company receives from entering into certain warrant transactions). The Company intends to use the remainder of the net proceeds from the offering to fund the purchase price for the previously announced acquisition of Newmar Corporation (the “Newmar Acquisition”), to pay related fees and expenses related thereto and in the event that the Newmar Acquisition does not close, for general corporate purposes (which may include future acquisitions). If the initial purchasers exercise their option to purchase additional notes, then the Company intends to use a portion of the additional net proceeds to fund the cost of entering into additional convertible note hedge transactions (after such cost is partially offset by the proceeds that the Company receives from entering into certain additional warrant transactions) and for general corporate purposes.
The Company has been advised that in connection with establishing their initial hedges of the convertible note hedge and warrant transactions, the option counterparties and/or their respective affiliates expect to enter into various derivative transactions with respect to the Company’s common stock. This activity could have the effect of increasing (or reducing the size of any decrease in) the market price of the Company’s common stock and/or the notes, and could result in a higher effective conversion price for the notes. The option counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the Company’s common stock and/or purchasing or selling the Company’s common stock or other securities of the Company in secondary market transactions from time to time prior to maturity of the notes (and the option counterparties and/or their respective affiliates are likely to do so during any observation period related to any conversion of the notes).
The potential effect, if any, of these transactions and activities on the market price of the Company’s common stock or the notes will depend in part on market conditions and cannot be ascertained at this time, but any of these activities could adversely affect the value of the Company’s common stock, which could affect the ability to convert the notes, the value of the notes and the amount of cash, if any, and the number of and value of the shares of the Company’s common stock, if any, holders would receive upon conversion of the notes.
The offer and sale of the notes and the shares of common stock, if any, issuable upon conversion of the notes have not been registered under the Securities Act or any state securities laws, and the notes and such shares may not be offered or sold absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws.