JWCA advises APELLIS on its UPSIZED $220 million convertible bond ISSUANCE AND CAPPED CALL

SEPtember 2019 | read press release

Transaction Background

With its stock price doubling year-to-date, Apellis wanted to take advantage of strong stock price momentum to raise capital and fund its growth initiatives

Apellis’ objectives

• Take advantage of strong market conditions to raise meaningful growth capital

• Fund clinical development of APL-2, research activities, working capital, and other general corporate purposes

• Repay in full amounts owed under its promissory note

• Eliminate stock price risk

JWCA advised Apellis on deal structuring and related items, including shareholder messaging, accounting considerations, documentation, syndicate economics, and fees

Executed via a two day over-the-wall process before launching into an overnight marketed transaction

JWCA also designed and ran a capped call auction process to achieve competitive terms

JWCA provided advice, support, and analysis throughout the negotiation and execution process

Results

Apellis convertible issuance was well-received by investors:

• Base deal size was upsized from $200mm to $220mm

Executed terms on the coupon and conversion premium were better than the average of precedent overnight deals over the past 10 years

Overnight execution eliminated stock price risk for the Company, and the wall-cross process ensured strong demand could anchor the transaction prior to its public launch

Capped call documentation and auction process produced meaningful savings for Apellis, while protecting the company in early unwind scenarios