JWCA advises COHERUS BIOSCIENCES on its $230 million convertible AND CAPPED CALL TRANSACTION

Transaction Background

Coherus was interested in raising capital to strengthen the balance sheet after a strong commercial launch of Udenyca in 2019

Coherus’ objectives included:

JWCA provided extensive analysis for Coherus on deal structuring and related items, including:

Convertible and capped call documentation to ensure maximum value and future efficiency/flexibility for the Company
Negotiations with HCR to amend the credit facility to allow for the transaction
Accounting and tax considerations for convertible and capped call
Change of control and make-whole mechanics
Timing of transaction and shareholder messaging

JWCA designed and ran a capped call auction process to achieve competitive terms, which led to significant savings for the Company

JWCA provided advice, support and analysis throughout the negotiation and execution process

Results

Coherus’ convertible issuance was well-received by investors:

1.50% coupon priced lower than the marketed coupon range of 1.75% – 2.25% and was lower than average life sciences coupon (2017 – 2020YTD) of 2.82%
Priced at Company-friendly end of conversion premium (30.0% vs 25.0 – 30.0%)

Coherus’ stock price was down 6.5% vs down 8.1% for average life sciences stock price reaction (2017 – 2020YTD)

Capped call raised effective conversion price to 75% above the stock price at issue

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