JWCA advises JBT Marel on its $575mm convertible bond and call spread transaction

September 2025 | read press release

Transaction Background

JBT Marel successfully raised $575mm in the convertible market at attractive terms (0.375% coupon and 32.5% conversion premium)

Company objectives included:

  • Prefund their upcoming convertible maturity in a smart and efficient way by repaying a portion of their outstanding revolver with the convertible proceeds, and then drawing on revolver and/or use cash on hand to repay the outstanding 2026 convert at maturity

  • Protect against future equity dilution through a derivative overlay

  • Take advantage of strong convertible market conditions

JWCA provided extensive analysis and support for JBTM on items such as:

  • Convertible and derivate overlay structuring

  • Syndicate structure and precedent data

  • Accounting analysis / implications

  • Shareholder messaging

  • Advice on pricing and execution on the day of marketing

JWCA designed and ran a call spread auction process to achieve competitive terms

Results

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

  • The transaction was multiple times oversubscribed, reflecting strong outright investor demand for the Company’s convertible bond offering

  • JBTM’s stock price traded up 0.2% on a day where comparable convertible issuers stock prices usually trade down 4 – 6% on the pricing date

  • 0.375% coupon, priced lower than the marketing range of 0.50% – 1.00%

  • 32.5% conversion premium, represented the Company friendly end of the marketing range

Call spread documentation and auction process produced meaningful savings for JBTM, while maximizing flexibility for the Company

This is JWCA’s second advisory assignment for the Company, after advising JBTM on its inaugural convertible issuance in May 2021