March 16, 2021
$135mm Convertible Bond
Size: $135 million + $15 million greenshoe
Execution: Overnight
Maturity: 5 Years
Structure: Non-call 3, provisional call with make-whole thereafter
Coupon: 4.75%
Conversion Premium: 25%
Stock Price Impact: N/A
Matthews South Role: Financial Advisor
Bookrunners: Wells Fargo, Bank of America, Raymond James, JPMorgan, RBC
Execution: Overnight
Maturity: 5 Years
Structure: Non-call 3, provisional call with make-whole thereafter
Coupon: 4.75%
Conversion Premium: 25%
Stock Price Impact: N/A
Matthews South Role: Financial Advisor
Bookrunners: Wells Fargo, Bank of America, Raymond James, JPMorgan, RBC
$135mm Convertible Bond
Capital Structure Advice
- With stock tripling in the prior 4 months and investors looking for energy paper, Matthews South proactively reached out to the Company on refinancing the existing 2023 convertible and advised on various alternatives
Structuring
- With five banks showing vastly different terms and structures, Matthews South analyzed the alternatives and shared views on expected pricing for both the repurchase as well as the new issue
- While most banks focused on a standard one-day bookbuild transaction, Matthews South recommended an overnight structure to eliminate stock price risk
- Our strategy ensured senior banker focus in the midst of one of the busiest periods in convertible history
- Matthews South advised on structural details, including callability, accounting method, and maturity.
Marketing and Pricing
- Given overnight deals with concentrated existing holders often result in wide-end terms, we recommended tightening the price talk, saving the company 25bps of coupon
- Repurchase strategy allowed the company to buy back existing securities at a discount to par
- The deal was priced on an overnight basis following two days of wall-crossing, eliminating stock price risk
The transaction allowed Oil States to roll 80% of their 2023 convertible securities into a new 5-year security and strengthen the balance sheet