April 08, 2020
$200mm + $30mm Shoe
Offering Type: 144A
Execution Structure: 1 Day Marketed
Maturity: 5 Years
Callability: Provisional Call after 3y
Structure: 5NC3PC@130% w/m/h
Coupon: 2.50%
Premium: 27.5%
Effective Premium: 75% with Capped Call
Matthews South Role: Financial Advisor
Active Bookrunners: J.P. Morgan and Goldman Sachs
Execution Structure: 1 Day Marketed
Maturity: 5 Years
Callability: Provisional Call after 3y
Structure: 5NC3PC@130% w/m/h
Coupon: 2.50%
Premium: 27.5%
Effective Premium: 75% with Capped Call
Matthews South Role: Financial Advisor
Active Bookrunners: J.P. Morgan and Goldman Sachs
$200 Million Convertible + Capped Call
Process Management
- Matthews South was hired before banks were involved, and helped the company evaluate proposals on both syndicate economics and structural recommendations
- Matthews South led the organizational effort on documentation and accounting/tax analyses so the offering preparation was near-final by the time the banks were involved
Convertible Structuring and Capped Call Bid
- Recommended the convertible include a provisional call with make-whole to enable the company to efficiently manage the bonds in upward stock price scenario
- Analyzed call spread alternatives to balance upfront tax savings vs. potential unwind slippage -company ultimately chose a non-integrated capped call to maximize future flexibility
- Recommended adding financial institutions that have displayed aggressiveness in other bid situations –the company had no existing relationship with the winning bidder
- Achieved 1.2% / $2.4mm savings from pre-launch estimates
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 issuer-friendly end of both the coupon and premium
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