February 23, 2021
$1.306bn Convertible Offering
Size: $1.306bn + 10% shoe(Split evenly between tranches)
Offering Type: 144A
Execution Structure: 1-Day Marketed
Maturity: 5 and 7 Years
Structure: Provisional Call with Make-Whole
Coupon: 5 Year: 0% | 7 Year: 0%
Premium: 5 Year: 65% | 7 Year: 52.5%
Call Spread: Up 100%
Financial Advisor: Matthews South
Bookrunners JP Morgan, Goldman, Bank of America, RBC
Offering Type: 144A
Execution Structure: 1-Day Marketed
Maturity: 5 and 7 Years
Structure: Provisional Call with Make-Whole
Coupon: 5 Year: 0% | 7 Year: 0%
Premium: 5 Year: 65% | 7 Year: 52.5%
Call Spread: Up 100%
Financial Advisor: Matthews South
Bookrunners JP Morgan, Goldman, Bank of America, RBC
$1.3bn Dropbox Convertible
Convertible Preparation Process
- Matthews South ran the structuring, documentation, and preparation process and acted as an extension of the company’s finance team
- Banks were invited into process after nearly all documentation and structuring were completed
Designed Call Spread Bid Process to Optimize Terms
- Recommended adding financial institutions that have displayed aggressiveness in other bid situations, especially important as call spread market has shown a divergence of prices between banks
- One of the company’s main objectives was to limit the after-tax cost of the call spread
- The competitive bid process resulted in an after-tax yield, inclusive of the call spread cost, of ~5bps and ~10bps for the 5 and 7 year tranches, respectively
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 on launch range and throughout the day of execution to help ensure that the security was priced efficiently
- The bonds traded close to par after the offering which confirm that Dropbox achieved optimal pricing