JWCA acts as sole private placement agent for Nutanix on its $575 million convertible exchange, new issuance and share repurchase

September 2021 | Read PRESS RELEASE

Transaction Background

Nutanix was interested in refinancing the upcoming maturity of its 2023 convertible, which was coming to term soon

Nutanix’s objectives were:

• Execute the refinancing as efficiently as possible while getting competitive market terms on the new issuance

• Avoid stock price risk by pricing overnight

• Minimize transaction and friction costs

JWCA acted as exchange agent for the exchange and new issuance, providing the following support for the Company:

• Designed a novel private exchange structure that included a Company repurchase of 1.4 million shares, in lieu of a call spread, that exchanging investors would have otherwise sold into the market, eliminating stock price risk for both the Company and investors

• Walked through tactics and suggested investor targeting for optimal mix of long only and hedge investors to drive Company-friendly terms

• Led investor outreach and execution of placement and exchange with convertible investors

• Advised the Company on accounting and tax analysis

Results

Nutanix issued $575mm in a new convertible at very attractive terms (0.25% coupon and 35.0% conversion premium for 6-year maturity), with ~$477mm exchanged from existing investors and $98mm of new capital raised to drive tighter pricing

Avoided stock price risk as the transaction was executed as an overnight financing after a confidential marketing process with existing convertible investors

Refinanced nearly 75% of Nutanix’s 2023 convertible while issuing a new 6-year convertible with a higher effective conversion price, and extending the existing maturity by 4.7 years

• Increased conversion price from $48.85 to $57.74