JWCA advises BILL holdings on its inaugural $1.15 Billion convertible and capped call
NOVEMBER 2020 | read press release
Transaction Background
BILL Holdings successfully raised $1.15 billion (inclusive of greenshoe) in the convertible market at very attractive terms (0.00% coupon and 47.5% conversion premium)
BILL Holdings took advantage of strong underlying market conditions and the recent strength in its stock price to successfully execute its first convertible bond and capped call
BILL Holdings engaged J. Wood Capital Advisors to assist in the structuring, negotiation, documentation and execution of its transaction
JWCA provided extensive analysis for BILL Holdings on deal structuring and related items, such as:
Convertible structuring
Derivative overlay: call spread vs capped call, including whether to tax integrate
Accounting and tax analysis/implications
Convertible and capped call documentation advice to ensure maximum value and future efficiency/flexibility for the company
Syndicate structure and precedent data
Advice on pricing on the day of execution
JWCA 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
BILL Holdings’ convertible issuance was very well-received by investors
The transaction was multiple times oversubscribed, reflecting strong investor interest and demand in the Company’s debut offering
The zero coupon represented the low end of the marketed coupon range and the 47.5% conversion premium was higher than the marketed conversion premium range of 40.0 – 45.0%. With this pricing outcome, BILL Holdings achieved the best convertible pricing in history for a company within 1 year of its IPO.
Capped call documentation and auction process produced meaningful savings for BILL Holdings, while maximizing flexibility for the Company