June 06, 2018
$1 billion Convertible Offering
Size: $1.0bn + 15% Shoe
Offering Type: 144A
Execution Structure: 1 Day Marketed
Maturity: 6 Years
Structure: Non-Call Life
Coupon: 0.25%
Premium: 42.5%
Effective Premium: 100% with Bond Hedge + Warrants
Matthews South Role: Financial Advisor
Bookrunners: GS/MS/JPM
Offering Type: 144A
Execution Structure: 1 Day Marketed
Maturity: 6 Years
Structure: Non-Call Life
Coupon: 0.25%
Premium: 42.5%
Effective Premium: 100% with Bond Hedge + Warrants
Matthews South Role: Financial Advisor
Bookrunners: GS/MS/JPM
Case Study: $1.0bn Twitter Convertible
Transaction and Process Overview
S&P 500 Index Add
- It was announced on 04-Jun that Twitter was joining the S&P 500, effective 07-Jun
- The company launched an equity-linked deal on 06-Jun, to take advantage of demand from index investors that day
- This is the second index add convertible ever executed
Convertible Execution Process
- Matthews South led the structuring, documentation and overall preparation process on an expedited timeframe prior to launch
Designed Call Spread Bid Process to Optimize Terms
- Recommended adding financial institutions that have displayed aggressiveness in other bid situations
- Call spread document included novel features that gave the company additional protection and transparency
Day of Marketing
- Matthews South advised the company throughout the day of execution to help ensure that the security was priced optimally
- Conversion premium achieved (42.5%) was one of the highest for a technology company in the past few years
Significant Cost Reduction
- The call spread pricing achieved was significantly tighter than any of the terms seen prior to launch
- Helped company achieve a significantly lower gross spread than prior 2014 deal
Additional Deals for Twitter: