Matthews South

Matthews South

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by | March 27, 2021 |

Our Clients

September 10, 2020
$150 million Convertible
Offering Type: 144A
Execution Structure: 1 Day Marketed
Maturity: 7 Years
Structure: NC4PC@130% w/m/w
Coupon: 2.25%
Premium: 32.5%
Effective Premium: 150% with Capped Call
Matthews South Role: Financial Advisor
Bookrunner: Morgan Stanley
Use of Proceeds: Call Spread and GCP

$150 million Convertible Offering

Continued Trusted Advisor Offering Capital Structure Advice During Uncertain Times

  • After advising the company with their previous equity and convertible offerings, Matthews South worked with the company on its capital structure to achieve strategic and balance sheet objectives while dealing with Covid-related impacts
    • Appropriate leverage levels and cash balance
    • Form of capital raise instrument (convert, equity, PIPE)
  • Structured financing to maximize maturity while minimizing potential dilution

Process Management

  • Matthews South was hired before banks were involved, and helped the company evaluate proposals on both syndicate economics and structural recommendations
    • Resulted in an attractive gross spread relative to precedents and further improvement vs. previous transactions
  • Matthews South led the organizational effort so the offering preparation was near-final by the time the banks were involved

Convertible and Capped Call Structuring

  • Matthews South advised the company on all relevant documentation and appropriate launch range for the convertible
  • The company worked with Matthews South to determine whether it should execute a capped call or bond hedge and warrant
  • Increased the competitiveness of the capped call process relative to precedents to account for some weakness in recent pricing dynamic
  • Achieved 110bps / $1.66mm savings to initial indications on call spread

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 bonds traded slightly above par after the deal priced, indicating the company achieved efficient pricing

Additional Deals for PROS Holdings:

  • Mar 2018: $106mm Convertible
  • Aug 2018: $148.6mm Equity
  • May 2019: $144mm Convertible + Capped Call + Repurchase
  • Aug 2023: Private Convertible Exchange

Contact Us

To learn more about our solutions or to schedule a demo of our software, please contact us by filling out the form below, or email us at info@matthewssouth.com.






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