April 23, 2019
$275 Million Convertible Offering
Size: $275mm + $25mm shoe
Offering Type: 144A
Execution Structure: 1 Day Marketed
Maturity: 5 Years
Structure: Non-Call Life
Coupon: 2.00%
Premium: 37.5%
Effective Premium: 150% with Bond Hedge + Warrants
Matthews South Role: Financial Advisor
Bookrunner: BAML
Use of Proceeds: Call spread and share repurchase, including ASR
Stock Performance +12.6%
Offering Type: 144A
Execution Structure: 1 Day Marketed
Maturity: 5 Years
Structure: Non-Call Life
Coupon: 2.00%
Premium: 37.5%
Effective Premium: 150% with Bond Hedge + Warrants
Matthews South Role: Financial Advisor
Bookrunner: BAML
Use of Proceeds: Call spread and share repurchase, including ASR
Stock Performance +12.6%
Case Study: $275mm Guess? Convertible
Multi-faceted transaction structuring
- Assisted company in coordinating convertible, high-strike call spread and multi-phase share repurchase process designed to achieve large recapitalization relative to float (26% of float)
Convertible Structuring and Pricing
- Matthews South advised the company on documentation and appropriate launch range
- Matthews South’s suggested price range resulted in a lower coupon by 1/8 or ~$2mm over the life of the bond
Bond Hedge & Warrant Structuring
- The company worked with Matthews South to determine whether it should execute a capped call or bond hedge and warrant
- Matthews South helped the company decide the effective conversion premium (up 150%), tied for the highest call spread strike since 2017
Designed Call Spread Bid Process to Optimize Terms
- Recommended adding financial institutions that have displayed aggressiveness in other bid situations
- Call spread execution strategy was integral in this situation given novelty of upper strike above 100% (up 37.5% to up 150%)
- Achieved 4.4% / $12.1mm savings to initial indications
Day of Marketing
- Matthews South advised the company throughout the day of execution to help ensure that the security was priced optimally and the message to the market was consistency
- The stock traded up 12.6% on the day of marketing
- The bonds traded around par after the deal priced, indicating the company received the most efficient pricing possible
Additional Deals for Guess?: