JWCA advises PERFICIENT on its upsized $230 million convertible and call spread

august 2020 | read press release

Transaction Background

Perficient successfully raised an upsized $230mm convertible (inclusive of greenshoe) at very attractive terms (1.25% coupon and 27.5% conversion premium)

Notwithstanding elevated market volatility amidst an ongoing global health crisis, Perficient took advantage of market momentum in its stock to successfully execute its second convertible and call spread execution

Perficient once again engaged J. Wood Capital Advisors to assist in the structuring, negotiation, documentation and execution of its transaction

JWCA provided extensive analysis for Perficient on deal structuring and related items, including:

• Convertible structuring: redemption options and implications on overall economics

• Derivative overlay: call spread vs capped call

• Refinancing objectives and outcome analysis

• Accounting and tax analysis/implications

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

• Syndicate structure and precedent data

JWCA designed and ran a call spread auction process to achieve competitive terms, and also ran a call spread unwind process to maximize the Company’s payout

JWCA provided advice, support and analysis throughout the negotiation and execution process

Results

Perficient’s convertible issuance was very well-received by investors, pricing near the company-friendly end of the marketed ranges   

Strong demand allowed Perficient to upsize the base deal from $185mm to $200mm

Perficient was able to efficiently refinance its outstanding convertible, repurchasing >90%

Perficient’s stock price only declined -0.8% on pricing day (compared to an average stock price decline of –3.3%  for all technology convertibles issued since the onset of COVID-19)

Call spread documentation and auction process produced meaningful savings for Perficient, while maximizing flexibility for the Company