JWCA advises Upwork on its inagural $575 million convertible and capped call

August 2021 | read press release

Transaction Background

Upwork successfully raised $575 million (inclusive of greenshoe) in the convertible market at attractive terms (0.25% coupon and 42.5% conversion premium)

Upwork took advantage of strong underlying market conditions to successfully execute its first convertible bond and capped call

Upwork engaged J. Wood Capital Advisors to assist in the structuring, negotiation, documentation and execution of its transaction

JWCA provided extensive analysis for Upwork on deal structuring and related items, such as:

• Convertible structuring

• Derivative overlay structuring

• Accounting and tax analysis/implications

• Syndicate structure and precedent data

• Convertible and capped call documentation advice 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 negotiation and execution process

Results

Upwork’s convertible issuance was very well-received by investors

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

• The Company was able to achieve 42.5% conversion premium representing the high end of the conversion premium range, and 0.25% coupon representing the midpoint of the coupon range

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