JWCA advises Blackline on its $1.15 billion zero-coupon convertible bond and capped call

March 2021 | read press release

Transaction Background

BlackLine successfully raised $1.15 billion (inclusive of greenshoe) in the convertible market at attractive terms (0.00% coupon and 42.5% conversion premium), while simultaneously retiring $250mm (50%) of its convertible due 2024

Notwithstanding elevated market volatility, BlackLine took advantage of the recent strength in its stock price to successfully execute its second convertible bond and capped call along with the refinancing of its outstanding convertible

BlackLine engaged J. Wood Capital Advisors to assist in the structuring, negotiation, documentation and execution of its transaction

• Convertible and derivative overlay structuring

• Analysis and economics around unwinding the existing capped call

• Accounting analysis/implications

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

• Syndicate structure and precedent data

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

BlackLine’s convertible issuance was very well-received by investors

• The transaction was oversubscribed, reflecting strong investor interest and demand in the Company’s offering

• The 0.00% coupon is 0.125% lower and the 42.5% conversion premium is 5% higher than its previous convertible offering

• Retired $250mm (50%) of existing 2024 bonds with minimal friction cost

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