March 2, 2020
$1bn Convertible Offering
Size: $1bn + 15% shoe
Offering Type: 144A
Execution Structure:: 1 Day Marketed
Maturity: 5 Years
Structure: Provisional Call with Make-Whole in 3 Years
Coupon: 0.125%
Premium: 50%
Effective Premium: 100% with Bond Hedge + Warrants
Financial Advisor: Matthews South
Sole Bookrunner: Goldman Sachs
Offering Type: 144A
Execution Structure:: 1 Day Marketed
Maturity: 5 Years
Structure: Provisional Call with Make-Whole in 3 Years
Coupon: 0.125%
Premium: 50%
Effective Premium: 100% with Bond Hedge + Warrants
Financial Advisor: Matthews South
Sole Bookrunner: Goldman Sachs
Case Study: $1bn Square Convertible
Convertible Preparation Process
- Matthews South ran the structuring, documentation and preparation process and acted as an extension of the company’s finance team
Designed Call Spread Bid Process to Optimize Terms
- Recommended adding financial institutions that have displayed aggressiveness in other bid situations
- Call spread document included features that gave the company additional protection and transparency
Make-Whole Table
- Make-Whole tables are increasingly important to issuers given provisionally callable bonds with make-whole, but issuers lack the tools to assess bank-proposed tables
- Matthews South oversaw the table creation to ensure fairness to the company
Tactics in Choppy Markets
- Matthews South advised on terms for launch range that balanced need to attract investor interest against risk of additional investor leverage in choppy market conditions
- Mid-point pricing evidences success of approach
Marketing
- Matthews South advised the company throughout the day of execution to help ensure that the security was priced efficiently
- Conversion premium achieved was one of the highest for a technology company in the past few years
Additional Deals for Square: