November 9, 2020
$1bn Convertible Offering
Size: $1bn + 15% shoe ($500mm 5.5 Year & $500mm 7 Year)
Offering Type: 144A
Execution Structure: 1-Day Marketed
Maturity: 5.5 and 7 Years
Structure: Provisional Call with Make-Whole
Coupon: 5.5 Year: 0%7 Year: 0.25%
Premium: 62.5%
Call Spread: 5.5 Year: up 100%7 Year: up 125%
Financial Advisor: Matthews South
Sole Bookrunner: Goldman Sachs
Offering Type: 144A
Execution Structure: 1-Day Marketed
Maturity: 5.5 and 7 Years
Structure: Provisional Call with Make-Whole
Coupon: 5.5 Year: 0%7 Year: 0.25%
Premium: 62.5%
Call Spread: 5.5 Year: up 100%7 Year: up 125%
Financial Advisor: Matthews South
Sole Bookrunner: Goldman Sachs
Case Study: $1bn Square Convertible
Achieved best priced convertible in past 15 years
- Square’s most recently issued a convertible in March 2020 which priced at 0.125% up 50%; the comparable 5.5yr tranche now priced at 0% up 62.5%
- Both tranches priced outside initial marketing range, with ~4x over-subscription
- Pricing achieved confirms current robustness of convertible market
Convertible Preparation Process
- Matthews South ran the structuring, documentation, and preparation process and acted as an extension of the company’s finance team
Designed Call Spread Bid Process to Optimize Terms
- Recommended adding financial institutions that have displayed aggressiveness in other bid situations
- Square achieved very competitive pricing despite the recent weakness in call spread market; auction strategy, counterparty selection and process management was critical
Make-Whole Table
- Make-Whole tables are increasingly important to issuers given provisionally callable bonds with make-whole, but issuers lack the tools to assess bank-proposed tables
- Matthews South oversaw the table creation to ensure fairness to the company
Marketing & Pricing
- Matthews South advised the company throughout the day of execution to help ensure that the security was priced efficiently
- The bonds priced outside of the marketing range, to the company’s benefit, trading up only ~0.6 pts on the 5 year and ~0.1 pts on the 7 year
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