JWCA advises BILL Holdings on the repurchase of ~$748mm convertible notes for cash and concurrent unwind of capped call
march 2024 | read press release
Transaction Background
In March 2024, JWCA advised BILL Holdings (the “Company”) on the cash repurchase of ~$748mm of its outstanding 2025 convertible. The Company wanted to repurchase a portion of their 2025 notes at a discount to par to opportunistically manage their outstanding liabilities and capital structure.
BILL Holdings’ objectives included:
De-lever at a discount: opportunistically retire a portion of the convertible to reduce the Company’s total debt balance at a discount
Minimize transaction and friction costs: execute as efficiently as possible with a focus on minimizing execution costs
In its role as Repurchase Agent for the transaction, JWCA provided the following support for the Company:
Provided analysis and advice around tactics related to investor targeting and engagement
Led the investor outreach, negotiation, and execution of repurchases
Assisted the Company with the analysis of convertible economics, pricing dynamics, and accounting impact
Managed capped call unwind negotiations
Results
BILL Holdings executed a successful liability management transaction for its 0.00% coupon convertible notes due 2025:
The Company repurchased ~$748mm face value of their convertible notes (~65% of outstanding) for cash at a discount to par
Capped call unwind negotiations produced meaningful savings for the Company
This is J. Wood’s third advisory assignment for the Company after advising BILL Holdings on its convertible issuances in November 2020 and September 2021