Our Clients

Transaction and Process Overview

• Matthews South Advice
  • This was the third convertible offering on which we advised the company, totaling $3.8 billion
  • We advised the company on transaction structuring and timing in volatile market conditions, ultimately resulting in pricing with stock within ~2% of its all-time high: effective conversion price including call spread nearly 2x all-time high stock price
  • This represents the largest YTD zero-coupon convertible transaction

• Structuring
  • To minimize potential for dilution, the company concurrently entered into a call spread and bought ~$330 million of its stock
  • We helped the company navigate multiple work streams, focusing on optimal structuring, documentation, accounting / tax implications, pricing and execution of the transaction

• Call Spread
  • Matthews South ran a call spread auction with ~20 banks which were asked to provide pricing on multiple structures and allocations, which allowed the company to achieve an effective conversion premium of 100% (no dilution until stock more than doubles)

• Marketing and Pricing
  • The offering priced at the low end of the marketed coupon range (0% vs. 0.0% – 0.5%) and above the high end of the marketed conversion premium range (52.5% vs. 45.0 – 50.0%)

Additional Deals for onsemi:

• Feb 2023: $1.3bn Convertible + Call Spread
• May 2021: $700mm Convertible + Call Spread