JWCA aDVISES Coupa ON ITS $1.38 billion convertible BOND ISSUANCE and capped call, and simultaneous repurchase

June 2020 | read press release

Transaction Background

Coupa successfully raised $1.38bn (upsized by $100mm) in the convertible market at attractive terms (0.375% coupon and 32.5% conversion premium), while simultaneously repurchasing for cash a portion of its convertible due 2023

Notwithstanding elevated market volatility, Coupa took advantage of its strong stock price performance to successfully execute the issuance of its convertible and capped call along with the refinancing of its outstanding convertible

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

• Convertible structuring: redemption/repurchase options for 2023 convertible

• Repurchase considerations and repurchase premium

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

• Capped call unwind decision, analysis and negotiation

• Syndicate structure and precedent data

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

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

• The 0.375% coupon and 32.5% conversion premium represented the midpoints of the marketed ranges

• Purchased capped call with up 125% upper strike price following an efficient bid process to set its price

• Repurchased a portion of existing convertible due 2023 with minimum friction cost

Ability to leave capped call outstanding enabled extra flexibility while avoiding unnecessary friction costs in an early unwind

New capped call documentation and auction process produced meaningful savings for Coupa, while maximizing flexibility for the Company