Dec 14, 2021
$625mm Convertible Notes + Call Spread
Size: $550mm + $75mm Shoe
Maturity: 5 Years
Callability: Provisional Call after 3 Year
Structure: 5NC3PC@130% w/mw
Coupon: 1.25%
Premium: 32.5%
Effective Premium: 100% with Call Spread
Financial Advisor: Matthews South
Active Bookrunners: Deutsche Bank, Goldman Sachs
Maturity: 5 Years
Callability: Provisional Call after 3 Year
Structure: 5NC3PC@130% w/mw
Coupon: 1.25%
Premium: 32.5%
Effective Premium: 100% with Call Spread
Financial Advisor: Matthews South
Active Bookrunners: Deutsche Bank, Goldman Sachs
Convertible Offering + Call Spread
Marketing and Pricing Judgments in a Volatile Environment
- Amidst a volatile market backdrop, we assisted Luminar in execution strategy, allowing the company to raise opportunistic capital in a tight window ahead of the December holiday slowdown
- 1-day of confidential marketing combined with a pre-market launch strategy allowed the company to 1) secure demand ahead of public launch and 2) evaluate early market factors before going public with the transaction
- The company intends to use up to half of the funds from convertible transaction to buy shares. Buyback plus call spread resulted in no hedge fund shorting during execution, and stock was up 2.8% in a down market (Nasdaq down 1.1%)
Efficient Call Spread Pricing
- Using our proprietary software and carefully designed bidding strategy, the company achieved an all-in yield of ~3.9% with an effective conversion premium of 100%
Company Favorable Structuring and Documentation
- We helped structure the convertible and call spread by covering the pros and cons of each decision point, including concurrent buyback
- We reviewed documentation on behalf of the company to incorporate issuer friendly provisions
Convertible Issuance after De-SPAC Process
- Luminar issued convertible a year after its business combination, skipping the classic first follow-on offering
- Base deal was upsized 10% from $500mm at launch
- Convertible issuance combined with a call spread and significant stock buyback allowed the company to send a bullish signal to the market
Additional Deals for Luminar: