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JWCA advises intermune on a partial exchange of their 2.5% convertible notes due 2017 and 5.0% convertible notes due 2015 for a total consideration of $385 million

july 2014 | read company announcement

Transaction Background

J. Wood Capital Advisors was hired by InterMune to evaluate its capital structure.  The recommendation was to reduce debt by exchanging the 2.50% Convertible Notes due 2017 and 5.00% Convertible Notes due 2015 into common equity.  In the exchange, JWCA:

  • Assisted the InterMune team with comparative analytics around exchange consideration strategies:  (1) all cash, (2) mix of cash + shares, (3) all shares

  • Specifically designed the strategy, investor outreach and execution process to meet the company’s objectives

    • Designed the exchange strategy in order to mitigate impact on the company's stock price

    • Focused on preserving cash

    • Minimize cost of execution

  • Assisted the team with documentation, accounting and tax review

  • Led the negotiation with investors

Jason led our convertible exchange. He did the analysis, developed the strategic approach and led the execution of the strategy. He did a superior job for considerably less than prior fees paid.
— John Hodgman, CFO, InterMune

Results

  • The company executed a successful convertible exchange of their 2.50% Convertible Notes due 2017

    • Exchanged ~80% of their 2.50% Convertible Senior Notes due 2017

      • Premium paid was $32.50 per bond, which was only $7.50 per bond above the remaining coupons  (+0.21% cost to the company)

      • Price was well below the initial offer from investors of $50 per bond

  • The company also executed a successful convertible exchange of their 5.00% Convertible Notes due 2015

    • Exchanged majority of their 5.00% Convertible Senior Notes due 2015

      • Premium paid was an equivalent $7.50 per bond above the remaining coupons

  • Total impact:

    • Reduced debt by $113mm at a total cost of ~21bps, while the stock was near a 52-week high