JWCA acts as sole exchange agent for BigCommerce on its $282 million convertible exchange

Transaction Background

BigCommerce (the “Company”) was interested in opportunistically refinancing the majority of its outstanding 2026 convertible

BigCommerce’s objectives for the refinancing transaction included:

De-lever: retire a significant portion of the 2026 convertible with cash to reduce indebtedness
Extend maturity for a portion of its outstanding $345mm convertible notes due 2026
Reduce/eliminate stock price impact as part of the refinancing
Minimize transaction and friction costs while also achieving competitive new issue terms

JWCA acted as sole exchange agent for the transaction, providing the following support for the Company:

Designed a private exchange process that resulted in a meaningful reduction in debt, eliminated stock price risk, and drove competitive terms in a new convertible
Advised on refinancing tactics and investor negotiations
Assisted the Company with economic analyses of alternatives, accounting and tax analysis

Results

The Company executed a successful refinancing transaction for its 0.25% convertible notes due 2026:

BigCommerce extended the maturity of outstanding notes by exchanging ~$161mm of 2026 notes for $150mm new convertible notes due 2028
The Company additionally repurchased ~$121mm face value of 2026 notes for cash at a meaningful discount to par

BigCommerce addressed over 80% of the original $345mm convertible issuance, reducing liability overhang

BigCommerce avoided stock price risk, as the exchange was executed overnight after a confidential marketing process with existing investors