JWCA advises bigcommerce on its inagural $345 million convertible and capped call

September 2021 | read press release

Transaction Background

BigCommerce successfully raised $345 million (including $45 million greenshoe) in the convertible market at attractive terms (0.25% coupon and 37.5% conversion premium)

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

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

JWCA provided extensive analysis for BigCommerce 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

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

• The transaction was five times oversubscribed, reflecting strong investor interest and demand in the Company’s debut offering, and notwithstanding two larger deals in the market on the same day

• The Company was able to achieve a 0.25% coupon (midpoint) and 37.5% conversion premium (the company-friendly end)

• This was the best pricing achieved since May 2021 by any convertible issuer with a market cap less than $5bn

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