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JWCA advises RINGCENTRAL ON ITS $1 Billion zero coupon convertible bond and CApped CALL

FEBRUARY 2020 | read press release

Transaction Background

Following the Company’s initial convertible issuance in 2018 (also advised by JWCA), RingCentral’s stock performed well, rising ~275% in 2 years.  With its existing convertible deep in-the-money, RingCentral decided to opportunistically refinance while also raising incremental zero-coupon capital

JWCA again provided extensive analysis to aid in RingCentral decisions:

  • Capped call maturity considerations

  • Provisional call schedule

  • Whether to repurchase its existing convertible vs repurchase shares

  • Whether to unwind its existing capped call vs leave outstanding

  • Accounting for convertible and capped call

  • Syndicate selection and fees

  • Change of control and make-whole mechanics

JWCA also designed and ran a capped call auction process to achieve competitive terms

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

Results

RingCentral’s convertible issuance was very well-received by investors, in spite of strong risk-off sentiment in the midst of the Coronavirus crisis:

  • Stock closed up 0.3% on pricing day, in spite of S&P closing down 4.4% and Nasdaq down 4.6%

The execution terms of 0.00% up 50% were the best combined terms for any software convertible issuer ever, and occurred at the end of the worst-performing week in equity markets since October 2008

Capped call documentation and auction process produced meaningful savings for RingCentral, while mitigating future downside scenarios

Based on JWCA’s advice from its previous convertible issuance, RingCentral had the unique flexibility in its existing capped call to leave it outstanding upon the convertible repurchase, and thus retained meaningful value