JWCA advises Upstart on its $500 million convertible issuance

November 2024 | read press release

Transaction Background

Upstart Holdings, Inc. (“Upstart” or the “Company”) successfully raised $500mm (inclusive of greenshoe) in the convertible market at very attractive terms (1.00% coupon and 32.5% conversion premium)

Upstart took advantage of strong underlying convertible market conditions and meaningful momentum in its stock price to successfully execute its second convertible bond issuance of 2024

Upstart’s primary objective was to opportunistically raise cash to the balance sheet after achieving a 52-week high in the week leading up to execution

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

• Analysis of benefits / considerations of a derivative overlay and/or share repurchase

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

• Syndicate structure and precedent data

• Execution timing

• Shareholder messaging

JWCA provided advice, support and analysis throughout the execution process

Results

Upstart’s convertible transaction was very well received by investors:

• The transaction was multiple times oversubscribed, reflecting strong investor interest and demand in the Company’s convertible bond offering

• The 1.00% coupon was lower than the midpoint of the marketed coupon range

• The 32.5% conversion premium represented the high end of the marketed conversion premium range

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

This is JWCA’s second advisory assignment for the Company after advising Upstart on its convertible and capped call transaction in September 2024