JWCA advises Semler Scientific on its debut upsized overnight $100 million convertible and capped call transaction

January 2025 | read press release

Transaction Background

Semler Scientific (“Semler” or the “Company”) successfully raised $100mm in the convertible market at attractive terms (4.25% coupon and 25.0% conversion premium)

Semler’s objectives included:

• Eliminate stock price risk

• Raise unsecured attractive capital for general corporate purposes, including financing its bitcoin treasury strategy

• Protect against future equity dilution through a derivative overlay

The Company engaged J. Wood Capital Advisors to assist in structuring, negotiation, documentation and on market execution of the transaction

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

• Convertible and derivative overlay structuring

• Investor targeting and execution tactics

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

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

JWCA provided advice, support and analysis throughout the execution process

The transaction was conducted privately using a wall cross process, before flipping into an overnight marketed transaction

Results

Semler’s debut convertible offering was well received by investors:

• The confidential marketing allowed the Company to build a strong order book of long-only investors and send a strong signal going into the overnight marketing process

  • The strong order book allowed Semler to upsize the offering by ~13%

• JWCA supported the management team on the entirety of the offering providing execution advice and ensuring a high-quality execution

Capped call documentation and auction process produced meaningful savings for Semler, while maximizing flexibility for the Company

Semler was able to obtain unsecured, covenant free debt at attractive terms