June 10, 2025
$1bn + 15% Greenshoe
Maturity: 5 Years
Execution Structure: 1-Day Public Marketing
Structure: Provisional Call with Make-Whole in Year 3
Coupon: 0% (0 - 0.5% marketing range)
Premium: 42.5% (37.5 - 42.5% marketing range)
Effective Premium: Up 100% ($175.10) with Capped Call
Matthews South Role: Financial Advisor
Lead Left Bookrunner: Goldman Sachs
Active Bookrunners: Barclays / Citi / Wells Fargo
Execution Structure: 1-Day Public Marketing
Structure: Provisional Call with Make-Whole in Year 3
Coupon: 0% (0 - 0.5% marketing range)
Premium: 42.5% (37.5 - 42.5% marketing range)
Effective Premium: Up 100% ($175.10) with Capped Call
Matthews South Role: Financial Advisor
Lead Left Bookrunner: Goldman Sachs
Active Bookrunners: Barclays / Citi / Wells Fargo
$1.15 billion Convertible + Capped Call
Transaction and Process Overview
- Structuring
- Matthews South advised Rubrik, Inc. on its debut convertible issuance, representing the company’s first capital financing transaction since its IPO in 2024
- We helped Rubrik navigate multiple workstreams, focusing on optimal structuring, syndicate selection, documentation, accounting analysis and tax considerations, and pricing and execution of the transaction
- Rubrik used some of the proceeds of the offering to repay loans under and terminate its credit agreement
- Capped Call Process
- Matthews South ran a capped call auction with 20+ banks which were asked to provide pricing on multiple structures and allocations, ultimately allowing the company to optimize pricing with an effective conversion premium of 100% (no dilution until stock price doubles at maturity)
- The effective conversion price on the call spread is approximately 450% above its IPO price of $32 in 2024
- Marketing and Pricing
- The new convertible offering was priced at low end of marketed coupon range (0.00% vs. 0.00% – 0.50%) and high end of the marketed conversion premium range (42.5% vs. 37.5 – 42.5%)
- This convertible financing represents the 11th zero coupon convertible debt transaction in 2025, underscoring the strength of the equity-linked markets to date
