May 22, 2018
$750mm Convertible Offering
Size: $750mm + 15% Shoe
Offering Type: 144A
Execution Structure: 1 Day Marketed
Maturity: 5 Years
Structure: Non-Call Life
Coupon: 0.50%
Premium: 42.5%
Effective Premium: 100% with Call Spread
Matthews South Role: Financial Advisor
Bookrunner: Goldman Sachs
Offering Type: 144A
Execution Structure: 1 Day Marketed
Maturity: 5 Years
Structure: Non-Call Life
Coupon: 0.50%
Premium: 42.5%
Effective Premium: 100% with Call Spread
Matthews South Role: Financial Advisor
Bookrunner: Goldman Sachs
Case Study: $750mm Square Convertible
Transaction and Process Overview
Convertible Preparation Process
- Matthews South ran the structuring, documentation and overall preparation process for weeks prior to bank involvement in the execution phase
Bank RFP Process
- Developed and ran a competitive bid process to achieve attractive pricing on the convertible and gross spread
- Representing to the banks that the structuring and documentation were already completed was critical to achieving attractive terms
Designed Call Spread Bid Process to Optimize Terms
- Recommended adding financial institutions that have displayed aggressiveness in other bid situations
- Call spread document included novel features that gave the company additional protection and transparency
Day of Marketing
- Matthews South advised the company throughout the day of execution to help ensure that the security was priced efficiently
- Conversion premium achieved (42.5%) was one of the highest for a technology company in the past few years
Significant Cost Reduction
- The gross spread together with the Matthews South fee was substantially lower than the typical fee
Additional Deals for Square: