Parsons Announces Offering Of $700.0 Million Of Convertible Senior Notes Due 2029
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Insights
The announcement by Parsons Corporation of its intent to offer $700 million in convertible senior notes is a strategic financial move that warrants a closer look from a financial perspective. The use of convertible notes is a hybrid financing option that gives investors the right to convert their debt into equity, typically shares of the company's common stock, at a later date. This can be attractive to investors who are looking for the potential upside of equity with the protection of debt.
From a financial analysis standpoint, the key factors to consider include the interest rate and conversion terms of the notes, which will determine their attractiveness to potential investors. The decision to use a portion of the proceeds to repurchase outstanding convertible notes due in 2025 suggests a strategic liability management approach, potentially aiming to manage the company's debt profile and interest expenses. Furthermore, the use of capped call transactions is indicative of Parsons' attempt to limit dilution to existing shareholders upon conversion of the notes, which is a common concern in such offerings.
The impact of these transactions on the stock market can be multifaceted. On one hand, the repurchase of existing notes and the associated unwinding of hedge positions may create short-term upward pressure on Parsons' stock price. On the other hand, the potential dilution from the conversion of new notes could have a longer-term impact on the stock's value. Investors will need to weigh these factors against the company's growth prospects and use of the net proceeds for corporate purposes, including potential acquisitions and working capital.
Convertible note offerings are often a reflection of a company's market position and strategic outlook. In the case of Parsons Corporation, the offering size and terms will likely be influenced by current market conditions, investor sentiment and the company's creditworthiness. Market research analysts would assess the competitive landscape and the potential impact of Parsons' planned use of proceeds on its market position.
Additionally, the repurchase of existing convertible notes and the entry into capped call transactions could be seen as a move to optimize capital structure and manage earnings-per-share dilution, which could be viewed positively by the market if executed effectively. However, these transactions can also be complex and may introduce volatility in the stock's trading price, as hedging activities by the option counterparties may affect the supply and demand dynamics of Parsons' common stock.
Ultimately, the success of the offering and its impact on Parsons' business and stock will depend on how these funds are allocated towards growth initiatives and whether these lead to an improved competitive position and financial performance in the long run.
The offering of convertible senior notes by Parsons Corporation is subject to market and other conditions and it is being conducted through a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. This legal framework allows the company to raise capital more efficiently by bypassing the need for a public offering registration, which can be time-consuming and costly.
However, it's important to note that such securities, unless registered, cannot be offered or sold to the general public in the United States. The legal implications of the offering, including the potential need for future registration of the securities or reliance on exemptions from registration, are critical considerations for the company and potential investors. The legal structuring of the offering, including the capped call transactions and the repurchase of existing notes, requires careful navigation of securities laws to ensure compliance and minimize legal risk.
For investors, understanding the legal nuances of these instruments is essential, as they carry different rights and restrictions compared to publicly traded securities. The legal expert's perspective is crucial in evaluating the regulatory implications and ensuring that the offering adheres to the applicable securities laws.
CHANTILLY, Va., Feb. 21, 2024 (GLOBE NEWSWIRE) -- Parsons Corporation (NYSE: PSN) announced today that it intends to offer, subject to market and other conditions,
The notes will be senior unsecured obligations of Parsons. The notes will accrue interest payable semiannually in arrears on March 1 and September 1 of each year, beginning on September 1, 2024. The notes will mature on March 1, 2029, unless earlier repurchased, redeemed or converted.
Prior to October 1, 2028, the notes will be convertible at the option of the holders only upon the occurrence of specified events, and thereafter until the close of business on the second scheduled trading day immediately preceding the maturity date, the notes will be convertible at any time. Upon conversion, the notes will settle for cash and, if applicable, shares of Parsons’ common stock. Parsons may redeem for cash all or any portion of the notes, at its option, on or after March 8, 2027 and before the 51st scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Parsons’ common stock exceeds
Parsons intends to use a portion of the net proceeds from the sale of the notes to fund the cost of entering into the capped call transactions described below. Additionally, Parsons expects to use a portion of the net proceeds from the offering to repurchase a portion of its outstanding
If the initial purchasers exercise their option to purchase additional notes, Parsons expects to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions as described below. Any remaining proceeds will be used for general corporate purposes, including but not limited to, potential acquisitions and working capital.
Parsons expects that some or all of the holders of the Existing Convertible Notes that are repurchased in the concurrent repurchases described above may enter into or unwind various derivatives with respect to Parsons’ common stock or purchase shares of Parsons’ common stock in open market transactions to unwind hedge positions they may have with respect to their investment in the Existing Convertible Notes concurrently with and/or shortly after the pricing of the offering. These transactions may place upward pressure on the trading price of Parsons’ common stock, causing the common stock to trade at higher prices than would be the case in the absence of these transactions, which could increase the initial conversion price of the notes.
In connection with issuing the Existing Convertible Notes, Parsons entered into convertible note hedge transactions (the “existing convertible note hedge transactions”) and warrant transactions (the “existing warrant transactions,” and, together with the existing convertible note hedge transactions, the “existing call spread transactions”) with certain financial institutions (the “existing option counterparties”). If Parsons repurchases any of its Existing Convertible Notes, then Parsons intends to enter into agreements with the existing option counterparties concurrently with or shortly after the pricing of this offering to terminate a portion of the existing convertible note hedge transactions in a notional amount corresponding to the principal amount of Existing Convertible Notes repurchased. In addition, Parsons intends to enter into agreements with the existing option counterparties concurrently with or shortly after the pricing of this offering to terminate a portion of the existing warrant transactions with respect to a number of shares equal to the notional shares underlying such Existing Convertible Notes repurchased.
In connection with such terminations and the related unwinding of the existing hedge position of the existing option counterparties with respect to such transactions, Parsons expects such existing option counterparties and/or their respective affiliates may purchase or sell shares of Parsons’ common stock in the open market and/or enter into or unwind various derivative transactions with respect to Parsons’ common stock concurrently with or shortly after the pricing of the notes. This activity could affect the market price of Parsons’ common stock and the initial conversion price of the notes. The repurchases of the Existing Convertible Notes and the unwind of the existing call spread transactions described above, and the potential related market activities by holders of the Existing Convertible Notes participating in the repurchases of the Existing Convertible Notes and the existing option counterparties, as applicable, could increase (or reduce the size of any decrease in) or decrease (or reduce the size of any increase in) the market price of Parsons’ common stock, which may affect the trading price of the notes offered hereby at that time and the initial conversion price of the notes.
In connection with the pricing of the notes, Parsons expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or their respective affiliates and/or certain other financial institutions (the “option counterparties”). The capped call transactions are expected to initially cover, subject to anti-dilution adjustments substantially similar to those applicable to the notes, the number of shares of Parsons’ common stock that will underlie the notes. If the initial purchasers exercise their option to purchase additional notes, Parsons expects to enter into additional capped call transactions with the option counterparties.
The capped call transactions are expected generally to reduce the potential dilution to Parsons’ common stock upon any conversion of the notes and/or at its election (subject to certain conditions) offset any potential cash payments Parsons is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap. If, however, the market price per share of Parsons’ common stock, as measured under the terms of the capped call transactions, exceeds the cap price of the capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price per share exceeds the cap price of the capped call transactions.
In connection with establishing their initial hedges of the capped call transactions, the option counterparties and/or their respective affiliates expect to enter into various derivative transactions with respect to Parsons’ common stock and/or purchase shares of Parsons’ common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price per share of Parsons’ common stock or the notes at that time.
In addition, the option counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Parsons’ common stock and/or purchasing or selling Parsons’ common stock or other securities of Parsons in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and (x) are likely to do so during any observation period related to a conversion of notes and (y) are likely to do so following any repurchase of notes by Parsons if Parsons elects to unwind a corresponding portion of the capped call transactions in connection with such repurchase). This activity could also cause or avoid an increase or a decrease in the market price per share of Parsons’ common stock or the notes, which could affect the ability to convert the notes, and, to the extent the activity occurs following conversion or during any observation period related to a conversion of notes, it could affect the number of shares of Parsons’ common stock and/or value of the consideration that noteholders will receive upon conversion of the notes.
The offering is being made to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The offer and sale of the notes and any shares of Parsons’ common stock issuable upon conversion of the notes have not been and are not expected to be registered under the Securities Act, or under any state securities laws, and, unless so registered, the notes and such shares may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Parsons:
Parsons (NYSE: PSN) is a leading disruptive technology provider in the national security and global infrastructure markets, with capabilities across cyber and intelligence, space and missile defense, transportation, environmental remediation, urban development, and critical infrastructure protection.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are based on our current expectations, beliefs and assumptions, and are not guarantees of future performance. Forward-looking statements are inherently subject to uncertainties, risks, changes in circumstances, trends and factors that are difficult to predict, many of which are outside of our control. Accordingly, actual performance, results and events may vary materially from those indicated in the forward-looking statements, and you should not rely on the forward-looking statements as predictions of future performance, results or events. Numerous factors could cause actual future performance, results and events to differ materially from those indicated in the forward-looking statements, including, among others: any issue that compromises our relationships with the U.S. federal government or its agencies or other state, local or foreign governments or agencies; any issues that damage our professional reputation; changes in governmental priorities that shift expenditures away from agencies or programs that we support; our dependence on long-term government contracts, which are subject to the government’s budgetary approval process; the size of our addressable markets and the amount of government spending on private contractors; failure by us or our employees to obtain and maintain necessary security clearances or certifications; failure to comply with numerous laws and regulations; changes in government procurement, contract or other practices or the adoption by governments of new laws, rules, regulations and programs in a manner adverse to us; the termination or nonrenewal of our government contracts, particularly our contracts with the U.S. federal government; our ability to compete effectively in the competitive bidding process and delays, contract terminations or cancellations caused by competitors’ protests of major contract awards received by us; our ability to generate revenue under certain of our contracts; any inability to attract, train or retain employees with the requisite skills, experience and security clearances; the loss of members of senior management or failure to develop new leaders; misconduct or other improper activities from our employees or subcontractors; our ability to realize the full value of our backlog and the timing of our receipt of revenue under contracts included in backlog; changes in the mix of our contracts and our ability to accurately estimate or otherwise recover expenses, time and resources for our contracts; changes in estimates used in recognizing revenue; internal system or service failures and security breaches; and inherent uncertainties and potential adverse developments in legal proceedings, including litigation, audits, reviews and investigations, which may result in materially adverse judgments, settlements or other unfavorable outcomes. These factors are not exhaustive and additional factors could adversely affect our business and financial performance. For a discussion of additional factors that could materially adversely affect our business and financial performance, see the factors included under the caption “Risk Factors” in our Annual Report with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2023 on Form 10-K, filed on February 14, 2024 and our other filings with the Securities and Exchange Commission. All forward-looking statements are based on currently available information and speak only as of the date on which they are made. We assume no obligation to update any forward-looking statement that becomes untrue because of subsequent events, new information or otherwise, except to the extent we are required to do so in connection with our ongoing requirements under federal securities laws.
Media Contact:
Bernadette Miller
+1 980.253.9781
Bernadette.Miller@Parsons.com
Investor Relations Contact:
Dave Spille
+1 703.775.6191
Dave.Spille@parsons.com
FAQ
What is Parsons Corporation planning to offer in the private placement?
When will the notes mature?
How will Parsons use the proceeds from the sale of the notes?
Who are the initial purchasers in the offering?
What type of obligations are the notes?
