May 15, 2018
$125mm Convertible Offering
Size: $125mm + 15% Shoe
Offering Type: 144A
Execution Structure: 1 Day Marketed
Maturity: 5 Years
Structure: Non-Call Life
Coupon: 1.50%
Premium: 32.5%
Effective Premium: 60% with Capped Call
Matthews South Role: Financial Advisor
Bookrunners: Morgan Stanley & Piper Jaffray
Offering Type: 144A
Execution Structure: 1 Day Marketed
Maturity: 5 Years
Structure: Non-Call Life
Coupon: 1.50%
Premium: 32.5%
Effective Premium: 60% with Capped Call
Matthews South Role: Financial Advisor
Bookrunners: Morgan Stanley & Piper Jaffray
Case Study: Vocera Convertible
Transaction and Process Overview
Structuring
- Helped company evaluate the merits of including a provisional call with make-whole; the company elected to use a non-call life security based on Matthews South advice
- Matthews South advised the company on whether or not to include a capped call and the structure of the capped call
- Elected a non-integrated capped call in light of tax and strategic orientation of Company
Designed Call Spread Bid Process to Optimize Terms
- Developed and ran a competitive bid process to achieve attractive pricing on the capped call
- Recommended adding financial institutions that have displayed aggressiveness in other bid situations
Day of Marketing
- Matthews South advised the company throughout the day of execution to help ensure that the security was priced efficiently; the bond traded to 100.5 on its first day of trading
Cost Reduction
- The company saved $1.9mm (multiples of the advisory fee) on the capped call vs. pricing indications received in week before execution
Additional Deals for Vocera:
