May 27, 2020
$500mm Convertible Offering
Size: $500mm + 35mmShoe
Offering Type: 144A
Execution Structure: 1 Day Marketed
Maturity: 5 Years
Callability: Provisional Call after 3y
Structure: 5NC3PC@130% w/m/h
Coupon: 0.625%
Premium: 35%
FinancialAdvisor: Matthews South
Bookrunners: Morgan Stanley, Wells Fargo, Citigroupand Bank of America
Offering Type: 144A
Execution Structure: 1 Day Marketed
Maturity: 5 Years
Callability: Provisional Call after 3y
Structure: 5NC3PC@130% w/m/h
Coupon: 0.625%
Premium: 35%
FinancialAdvisor: Matthews South
Bookrunners: Morgan Stanley, Wells Fargo, Citigroupand Bank of America
$500mm Convertible
Process Management
- Matthews South was engaged before banks were involved, and helped the company evaluate proposals on both syndicate economics and structural recommendations
- Resulted in an attractive gross spread relative to precedents
- Matthews South led the organizational effort on documentation and accounting / tax analyses, so the offering preparation was near-final by the time the book runners were selected
Convertible Structuring and Bond Repurchase
- Recommended the convertible include a provisional call with make-whole to enable the company to efficiently manage the bonds in upward stock price scenarios
- Analyzed appropriate cash / stock consideration on the bond buyback to optimize between leverage reduction and dilution management––company chose 100% cash
- Company successfully repurchased $237mm of bonds at a 1.5pt premium to the then current trading price
Day of Marketing
- Given unprecedented market volatility, Matthews South recommended launching the deal pre-open to price on the same day (post-close)
- Matthews South advised the company throughout the day of execution to help ensure that the security was priced optimally and the messaging to the market was consistent––the bond priced at the midpoint of price talk
- Based on model values and market data from recent transactions, Matthews South recommended launching at more aggressive terms than bank recommendation––final pricing validated Matthews South’s view