JWCA advises nanostring on its $216 million convertible refinancing

Transaction Background

NanoString Technologies (“NSTG” or “the Company”) engaged JWCA to advise on the refinancing of its $230mm convertible notes due March 2025

Nanostring’s objectives included:

Address financing overhang of convertible maturity ahead of pending litigation
Extend the maturity of the existing notes and minimize dilution and use of cash
Allow business plan and litigation outcomes to play out further so the notes can be refinanced from a stronger position at a later date
Minimize market risk
Minimize covenants to maximize strategic and operational flexibility

JWCA acted as financial advisor to NanoString for the exchange, providing the following support for the Company:

Analyzed a range of potential capital structure transactions to help the Company assess tradeoffs between leverage and dilution
Led investor outreach and execution of exchange with top 2 holders
Designed a highly customized secured note and warrant package, negotiating with the top 2 investors on pricing, economic terms, covenants, and security
Assisted with documentation review and negotiation

Results

NSTG was able to extend the maturity by ~1.5 years, transacting confidentially with selected investors to minimize market risk for the Company

Addressed ~94% of the existing 2025 convertible

Added a PIK option to the coupon for 1 year to help with cash burn

Allows management to refocus on growing the business and litigation processes