JWCA acts as sole exchange agent for Guardant Health on its $600 million overnight convertible exchange

february 2025 | read press release

Transaction Background

Guardant Health, Inc. (“Guardant” or the “Company”) was interested in opportunistically refinancing its outstanding 2027 convertible

Guardant’s objectives for the re-financing transaction included:

• Extend maturity on a majority of its outstanding $1.15bn convertible notes due 2027

• Avoid the typical stock price decline from a regular publicly-marketed convertible

• Execute efficiently and minimize transaction costs

JWCA acted as sole exchange agent for the transaction, providing the following support:

• Advised on financing tactics and investor targeting to drive Company-friendly terms

• Led the outreach and execution of exchange with convertible investors

• Structured a concurrent share repurchase to help mitigate dilution and stock impact, allowing the transaction to be executed on an overnight basis

Results

Guardant issued $600 million in a new convertible at very attractive terms

The Company was able to retire ~$659.3mm (~57%) of its outstanding 2027 convertible notes at a discount to par, reducing total gross leverage

Avoided stock price risk, as the exchange was executed overnight after a confidential marketing process with existing convertible investors

Concurrently, Guardant was also able to retire $45mm of stock overnight with no premium.  J. Wood Capital supported the transaction and purchased $35mm of stock alongside the Company