JWCA acts as exchange agent for Ionis Pharmaceuticals on an exchange of their 2.75% Convertible Notes due 2019 into their existing 1.00% Convertible Notes due 2021

Transaction Background

J. Wood Capital Advisors was hired by Ionis Pharmaceuticals to help refinance its Convertible Notes due 2019.

JWCA provided complete capital structure analysis related to:

Comparative analysis around the redemption vs exchange of the Company's existing 2019 Notes
Net stock trading impact from the hedge funds from the transaction
Technical and legal issues affecting fungibility of newly issued 2021 Notes with existing 2021 Notes
Optimal timing considerations

JWCA designed the strategy and execution process to meet the company's objectives:

Achieve favorable exchange terms
Minimize time and expense of new issuance by using documentation and infrastructure already in place for existing 2021 Notes

Results

The Company successfully completed an exchange on $61mm of its convertible debt due 2019:
- Refinanced existing 2.75% Convertible due 2019 into its existing Convertible due 2021, thereby pushing out maturity by 2+ years
- Reduced dilution by ~1mm shares
- Very minimal impact to annual interest expense (+$0.2mm)
- Structured a 5-day averaging period to mitigate stock price pressure from hedge funds adjusting their stock position
Issued new 2021 Notes that are fungible with the existing 2021 Notes
Avoided market risk, as we executed in a private wall- crossed exchange
Achieved attractive terms, with an exchange ratio of ~3.04 (versus the Company's 2014 New Issuance + Repurchase exchange ratio of 3.16)