December 1, 2020
$450mm Convertible Offering
Size: $450mm + 15% Shoe
Offering Type: 144A
Execution Structure: 1 Day Marketed
Maturity: 6 Years
Structure: 6NC3PC@130w/m/h
Coupon: 0.0%
Premium: 42.5%
Effective Premium: 100% with Capped Call
Financial Advisor: Matthews South
Active Bookrunners: GS / Citi
Offering Type: 144A
Execution Structure: 1 Day Marketed
Maturity: 6 Years
Structure: 6NC3PC@130w/m/h
Coupon: 0.0%
Premium: 42.5%
Effective Premium: 100% with Capped Call
Financial Advisor: Matthews South
Active Bookrunners: GS / Citi
$450mm Convertible
Process Management
- Matthews South was hired before banks were involved, and helped the company evaluate proposals on both syndicate economics and execution recommendations
- Matthews South led the organization efforts on documentation and accounting / tax analysis so the offering preparation was near final by the time the banks were involved
Structuring
- Matthews South advised the company on whether to include a call spread and the appropriate structure of the derivative
- Evaluated merits of including a provisional call with make-whole; the company elected to use use the provisional call feature based on Matthews South advice and analysis (2019 transaction was non-call life)
- Matthews South recommended a 6-year maturity (as opposed to the standard 5 year) to stagger the new issuance after the existing 2024 maturity
Designed Call Spread Bid Process to Optimize Terms
- Developed and ran a competitive bid process to achieve attractive pricing on the capped call
- Added banks to process that showed aggressiveness in other situations (several of those banks won a piece of the call spread)
- Saved $3.7mm on the capped call vs. pricing indications received in the weeks before execution
Day of Marketing
- 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 better than the issuer friendly end of both the coupon and premium range with a 0% coupon and 42.5% premium
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