JWCA advises SailPoint on its INAUGURAL $400 million convertible bond ISSUANCE AND CAPPED CALL

SEPtember 2019 | read press release

Transaction Background

After reporting strong second quarter earnings, SailPoint wanted to take advantage of strong stock price momentum and convertible market conditions to raise capital.  JWCA worked with SailPoint from ground zero, including:

• Issuance timing

• Redemption and settlement structures

• Change of control and make-whole mechanics

• Call spread vs capped call

• Benefits and considerations of tax integration of derivative overlay

• Provisions of capped call contract forms

• Syndicate selection

• Shareholder messaging

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

SailPoint convertible issuance was very well-received by investors:

• Strong investor demand led to very attractive convertible pricing

  • Priced with a 0.125% coupon, at the low end of the 0.125 – 0.625% range

  • Priced with a 37.5% conversion premium, at the high end of the 32.5 – 37.5% range

• Stock price fell only ~4.5% on execution day

Capped call documentation and negotiation process produced meaningful savings for SailPoint, while mitigating future downside scenarios