Dec 8, 2021
$1.0bn Convertible Offering + Call Spread
Size: $1.0bn + 10% Shoe
Maturity: 5 Years
Callability: Provisional Call after 3 Year
Structure: 5NC3PC@130% w/mw
Coupon: 0.00% (0 - 0.5% Initial Range)
Premium: 45% (37.5% - 42.5% Initial Range)
Effective Premium: 100% with Call Spread
Financial Advisor: Matthews South
Lead Left Bookrunner: Morgan Stanley
Maturity: 5 Years
Callability: Provisional Call after 3 Year
Structure: 5NC3PC@130% w/mw
Coupon: 0.00% (0 - 0.5% Initial Range)
Premium: 45% (37.5% - 42.5% Initial Range)
Effective Premium: 100% with Call Spread
Financial Advisor: Matthews South
Lead Left Bookrunner: Morgan Stanley
$1.0bn Convertible
Marketing and Pricing Judgments in a Volatile Environment
- After a volatile couple of weeks in the markets (emergence of Omicron variant, hawkish comments from Fed Chairman Powell), Matthews South assisted the company in its launch strategy, allowing the company to raise opportunistic capital in a tight window
- The pre-market launch strategy allowed the team to evaluate early market factors (futures, headline news, credit spreads, etc) to make a more informed decision before formally launching the transaction
- We recommended a marketing range that protected the company against a potential negative day in the market, while still allowing the company to achieve a 45% conversion premium (above the range)
Aggressive Call Spread Pricing
- Using our proprietary software, the bid process optimized pricing and the company achieved an all-in yield of 1.70% with an effective conversion premium of 100%
Issuer Favorable Structuring and Documentation
- We assisted the company structure the convertible (settlement method, call features, tenor, etc.) by covering all of the pros and cons of each decision point
- Matthews South advised on documentation on behalf of the company to incorporate issuer-friendly provisions and flexibility around lock-up
Convertible Issuance after after an IPO
- Confluent issued its convertible 5.5 months after its IPO
- This continues the trend of recently IPO’d companies issuing convertibles and skipping the classic first follow-on
- The upper strike of the call spread is 3.8x the IPO price