JWCA advises Ironwood Pharmaceuticals on its convertible exchange

Transaction Background

JWCA was hired by Ironwood Pharmaceuticals to advise on its call spread design, auction and execution process:

Design: advised the Company on methods to mitigate the friction cost associated with change of control scenarios
Tax: assisted the Company with analysis related to the tax impact of the call spread purchase, particularly in relation to AHYDO rules
Accounting: helped the company with the accounting review, including the accounting memo for their auditors
Auction execution: organized an auction process in order to create significant competitive tension between the banks
Provided advice, support and analysis throughout the negotiation and deal preparation process

Results

The negotiation process produced significant cash savings for the Company
The banks ultimately agreed to a number of company-friendly provisions, particularly in the event of a sale of the Company