Semler Scientific Closes Upsized $100 Million Convertible Notes Offering
Deal News | Jan 30, 2025 | Goodwin
Semler Scientific, a leader in developing healthcare technology, successfully completed a $100 million upsized convertible notes offering. The transaction, conducted under Rule 144A, included the full exercise of an initial purchasers option for an additional $15 million, leading to a total aggregate principal amount of $100 million. With a premium of 25% over the $61.15 per share reference price, the offering benefitted from associated capped call transactions, effectively raising the conversion price to approximately $107.01 per share, a 75% premium over the reference price. Goodwin's Capital Markets team, led by Marianne Sarrazin and other key advisors, provided counsel for this strategic transaction. Semler Scientific, primarily known for its QuantaFlo product designed to diagnose cardiovascular conditions, is also notable for its investment in Bitcoin, which it holds as a primary treasury asset.
Sectors
- Healthcare Technology
- Financial Services
Geography
- United States – Semler Scientific operates in the U.S. and the notes offering was conducted under U.S. financial regulations.
Industry
- Healthcare Technology – Semler Scientific is a pioneer in healthcare technology, providing products like QuantaFlo to aid in cardiology diagnosis.
- Financial Services – The article discusses a significant financial transaction involving convertible notes, showcasing activities in capital markets.
Financials
- $100,000,000 – Total principal amount of the upsized convertible notes offering.
- 4.25% – Interest rate of the convertible senior notes due 2030.
- $61.15 per share – Reference price used for calculating the initial conversion price of the notes.
- $107.01 per share – Effective conversion price per share post capped call transactions.
Participants
| Name | Role | Type | Description |
|---|---|---|---|
| Semler Scientific, Inc. | Issuer of Convertible Notes | Company | A company that develops and markets healthcare technology products and services. |
| Goodwin | Legal Advisor | Company | A legal firm that provided advisory services for the convertible notes offering. |
| Marianne Sarrazin | Lead Advisor | Person | A member of Goodwin's Capital Markets team, leading the advisory role for the offering. |
| Dan Liu | Corporate Team Member | Person | Part of Goodwin's corporate team advising Semler Scientific. |
| Anastassia Gawronska Madani | Corporate Team Member | Person | Part of Goodwin's corporate team advising Semler Scientific. |