JWCA advises bill holdings on its $575 million zero-coupon convertible and capped call  

september 2021 | read press release

Transaction Background

BILL Holdings successfully raised $575 million (inclusive of greenshoe) in the convertible market at historically attractive terms (0.00% coupon and 52.5% conversion premium)

Concurrently with the convertible offering, the Company sold an upsized $1.2 billion of common stock at a public offering price of $272 per share in a registered offering

BILL Holdings took advantage of strong underlying market conditions and recent momentum in its stock to successfully execute its second 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 structuring

  • Accounting and tax analysis/implications

  • Syndicate structure and precedent data

  • Convertible and capped call documentation advice to ensure maximum value and future efficiency/flexibility for the company

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 nearly 5x times oversubscribed, reflecting strong investor interest and demand in the Company’s second offering

  • BILL Holdings achieved the best convertible pricing since the convertible new issuance market reached its peak in early 2021

    • The Company was able to achieve a 0.00% coupon (low end of marketed range) and 52.5% conversion premium (above the company-friendly end of marketed range)

  • This is BILL Holdings’ second 0.00% coupon convertible, making it only the second technology company to achieve two zero coupon convertibles since 2015

Capped call documentation and auction process produced meaningful savings for BILL Holdings, while maximizing flexibility for the Company