September 2, 2025
$450 million + $50 million Shoe
Maturity: 5 Years
Execution Structure: 1-Day Public Marketing
Structure: Provisional Call with Make-Whole in Year 3
Coupon: 0.00% (0.00-0.25% marketing range)
Premium: 40.0% (32.5-37.5% marketing range)
Capped Call Strike: Up 100% / $33.60
Concurrent Stock Repurchase: ~$95.7mm
Matthews South Role: Financial Advisor
Active Bookrunners: Goldman Sachs / BofA / JPMorgan / RBC
Execution Structure: 1-Day Public Marketing
Structure: Provisional Call with Make-Whole in Year 3
Coupon: 0.00% (0.00-0.25% marketing range)
Premium: 40.0% (32.5-37.5% marketing range)
Capped Call Strike: Up 100% / $33.60
Concurrent Stock Repurchase: ~$95.7mm
Matthews South Role: Financial Advisor
Active Bookrunners: Goldman Sachs / BofA / JPMorgan / RBC
$500 million Convertible + Capped Call
Transaction and Process Overview
- Structuring
- Matthews South designed this multi-step transaction to help Lyft achieve its capital markets objectives which included 1) purchase an up 100.0% capped call to minimize potential dilution, 2) repurchase stock of up to $100 million, 3) raise additional proceeds for future share repurchases and general corporate purposes, and 4) to mitigate stock price impact during execution.
- We helped the company navigate multiple work streams, focusing on optimal structuring, documentation, pricing and execution of the transaction
- Call Spread Process
- Our proprietary software allowed us to conduct an extensive auction and synthesize the results quickly
- Auction included 20+ banks who provided bids on multiple allocations and multiple price points, ultimately allowing the company to optimize pricing and achieve a pre-tax yield of ~1.8% (inclusive of the call spread cost) with an effective conversion premium of 100.0% (no dilution until stock more than doubles)
- Marketing and Pricing
- Due to strong investor demand, the new convertible offering was priced at the low end of the marketed coupon range (0.00% vs. 0.00 – 0.25%) and above the high end of the marketed conversion premium range (40.0% vs. 32.5 – 37.5%)
- The concurrent stock repurchase of ~$100 million reduced potential investor hedging during marketing. Stock closed up 3.6% while the tech-focused Nasdaq index closed down 0.8%
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