JWCA advises Omnicell on its $172.5 million convertible and call spread transaction

november 2024 | read press release

Transaction Background

Omnicell, Inc. (“OMCL” or the “Company”) successfully raised $172.5 million in the convertible market at very attractive terms (1.00% coupon and 35.0% conversion premium), while retiring $400 million (~70%) of its outstanding 2025 convertible notes

The Company’s objectives included:

• Partially refinance existing 2025 convertible notes at a discount to par

• Purchase a call spread to protect against future dilution

• Minimize stock price risk in a convertible issuance and simultaneous repurchase

OMCL 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:

• Refinancing analysis and tactics

• Convertible and derivative overlay structuring

• Syndicate structure and precedent data

• Convertible and call spread documentation to ensure maximum value and future efficiency/flexibility for the company

• Shareholder messaging

JWCA designed and ran a call spread auction process to achieve competitive terms and negotiated the unwind of the existing call spread

JWCA provided advice, support and analysis throughout the execution process

Results

Omnicell’s transaction was well received by investors

• 1.00% coupon and 35.0% conversion premium priced at the low end of the marketed coupon range and high end of the marketed conversion premium range

• The convertible issuance was multiple times oversubscribed, reflecting strong interest for a repeat healthcare convertible issuer

• Omnicell was able to simultaneously retire $400 million of the 2025 Convertible Notes at a discount to par

Call spread auction process produced considerable savings for Omnicell