JWCA advises Commvault Systems Inc. on its debut upsized $900 million zero-coupon convertible and capped call

September 2025 | read press release

Transaction Background

Commvault Systems, Inc. (“Commvault”) successfully raised $900mm (inclusive of greenshoe) in the convertible market at very attractive terms (0.00% coupon and 32.5% conversion premium)

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

Commvault’s objectives included:

  • Opportunistically raise cash to the balance sheet at a very low cost of capital after recently hitting an all-time stock price high

  • Protect against future equity dilution through a derivative overlay

  • Minimize stock price risk during execution

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

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

  • Convertible and derivative overlay structuring

  • Accounting and tax analyses

  • Execution timing, strategy, and syndicate structure

  • 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

Results

Commvault’s inaugural offering was extremely well-received by investors, attracting significant demand from long-only investors, leading to the book being multiple times oversubscribed and the issue subsequently being upsized:

  • On a day when over $2bn of convertibles priced across four technology issuers and equities were down nearly 1%, Commvault achieved the most company-friendly terms in its range

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

JWCA’s deal structuring and capped call auction strategy delivered significant economic savings and meaningfully minimized dilution risk

The Company simultaneously completed a ~$118mm share repurchase under its existing buyback program