JWCA advises indie Semiconductor on its upsized $218.5 million convertible and capped call

December 2024 | read press release

Transaction Background

Indie Semiconductor, Inc. (“INDI” or the “Company”) successfully raised $218.5mm (inclusive of greenshoe) in the convertible market at attractive terms (3.50% coupon and 27.5% conversion premium)

INDI’s objectives included:

• Opportunistically raise capital at low cost with limited covenants

• Protect against future equity dilution through a derivative overlay

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

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

• Capital raising alternatives and execution strategy

• Convertible and derivative overlay structuring

• Syndicate structure and precedent data

• Convertible and capped call documentation 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 execution process

The transaction was conducted privately using a one-day wall cross process, before flipping into a publicly marketed transaction

Results

• INDI’s second convertible offering was well received by investors:

• The confidential wall-cross ahead of public marketing provided the Company an opportunity to build an order book and secure interest prior to launch

• Company was able to upsize the deal by ~9% while executing both coupon and premium terms within the marketed ranges

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

indie Semiconductor was able to obtain senior unsecured debt at attractive terms