JWCA advises Atlassian on the repurchase of convertible notes for cash

december 2020

Transaction Background

In December 2020, JWCA advised Atlassian (“TEAM” or the “Company”) on the repurchase of ~$250mm of its 2023 convertible.

Atlassian’s objectives included:

  • Dilution: retire the convertible to limit dilution and interest expense

  • Minimize transaction and friction costs; execute as efficiently as possible

JWCA acted as Repurchase Agent for the transaction and provided analysis and advice around:

  • Tactics around investor targeting and execution method

  • Investor outreach, negotiation, and execution of repurchases

  • Accounting and tax analysis around the extinguishment of the existing convertible notes for cash and stock

  • Assisted in unwind negotiations of their capped call

Results

The Company executed a successful liability management transaction for its 0.625% convertible notes due 2023:

  • Repurchased $250mm of their convertible notes (~25% of outstanding) for cash

  • Saved an additional ~$3.7mm of cash interest over the remaining life