Matthews South

Matthews South

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by | March 27, 2021 |

Our Clients

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%

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?:

  • Apr 2023: $275mm Private Convertible Exchange
  • Mar 2022: $175mm Accelerated Share Repurchase

Contact Us

To learn more about our solutions or to schedule a demo of our software, please contact us by filling out the form below, or email us at info@matthewssouth.com.






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