JWCA advises Guardant Health on its upsized $402.5 million convertible issuance

November 2025 | read press release

Transaction Background

Guardant Health, Inc. (“Guardant” or the “Company”) executed an upsized dual tranche offering of $345mm common equity and $402.5mm convertible debt (inclusive of greenshoe) at attractive terms

Guardant’s objectives included:

• Add cash to the balance sheet for general corporate purposes and may repurchase or repay 2027 convertible

• Take advantage of strong underlying market conditions and recent momentum in its stock

• Minimize market and execution risk

JWCA provided extensive analysis for Guardant for the transaction, including:

• Convertible structuring

• Accounting implications

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

• Advice on pricing on the day of execution

Results

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

The transaction was multiple times oversubscribed leading to the issue being upsized by $50mm (~17% of original $300mm base deal)

The Company was able to achieve a 0.00% coupon and 35.0% conversion premium (higher than the high end of the wall cross range), making it the first zero coupon, 7+ years health care convertible since their issuance in 2020

8.3% file-to-offer discount was in line with recent ex-biotech overnight follow-ons and offer price was only 3.2% below the stock price at the start of wall cross process