March 5, 2024
$300 million + $45 million Shoe
Maturity: 5 Years
Execution Structure: 1-Day Wall Cross Followed by 1-Day Public Marketing
Structure: Provisional Call with Make-Whole in Year 3
Coupon: 2.50% (2.25-2.75% marketing range)
Premium: 32.5% (27.5-32.5% marketing range)
Capped Call Strike: Up 80.0% / $94.28
2025 Notional Repurchased: 80% / $230mm
Matthews South Role: Financial Advisor
Active Bookrunners: Goldman Sachs / BofA / Barclays
Execution Structure: 1-Day Wall Cross Followed by 1-Day Public Marketing
Structure: Provisional Call with Make-Whole in Year 3
Coupon: 2.50% (2.25-2.75% marketing range)
Premium: 32.5% (27.5-32.5% marketing range)
Capped Call Strike: Up 80.0% / $94.28
2025 Notional Repurchased: 80% / $230mm
Matthews South Role: Financial Advisor
Active Bookrunners: Goldman Sachs / BofA / Barclays
$345 million Convertible + Capped Call
Transaction and Process Overview
- Structuring
- Matthews South advised on this multi-step transaction in which the company refinanced its existing exchangeable notes due 2025 through the issuance of a new 5 year convertible instrument, unwound its existing capped call, and purchased a new capped call to minimize potential dilution
- We helped the company navigate multiple work streams, focusing on optimal structuring, syndicate selection, documentation, accounting and tax implications, pricing and execution of the transaction
- LivaNova utilized a wall cross to negotiate repurchase of existing exchangeable notes with bondholders and generate significant interest in the new issuance
- Call Spread Process
- Our proprietary software allowed us to conduct an extensive auction and synthesize the results quickly
- Auction included 12+ banks who provided bids on multiple allocations and multiple price points, ultimately allowing the company to optimize pricing with an effective conversion premium of 80%
- Marketing and Pricing
- Via one-day wall cross process, LivaNova privately negotiated repurchase of existing exchangeable notes due 2025 and marketed new convertible offering
- Due to strong investor demand, the new convertible offering was priced at the midpoint of marketed coupon range (2.50% vs. 2.25% – 2.75%) and high end of the marketed conversion premium range (32.5% vs. 27.5% – 32.5%)
- LivaNova was able to term out 80% of its existing exchangeable notes at a repurchase price of ~117.6%
