JWCA advises PERFICIENT on its upsized $380 million convertible and call spread

November 2021 | read press release

Transaction Background

Perficient successfully raised an upsized $380mm convertible (inclusive of greenshoe) at very attractive terms (0.125% coupon and 30% conversion premium)

Perficient took advantage of the recent market momentum in its stock to successfully execute its third 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

• 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

Results

Perficient’s convertible issuance was extremely well-received by investors 

• Priced with a 0.125% coupon, which was near the low end of the marketed coupon range of 0.00 – 0.50%

• Priced the conversion premium at 30%, which was the high end of the 25 – 30% marketed range

• Upsized the transaction by $30 million

• Stock was up 13% on the day and closed at an all-time high

Retired ~$191mm (~83%) of existing 2025 bonds with minimal cost

• Effectively increased conversion price to $191.94 from $51.67 and lowered coupon to 0.125% from 1.25%

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