JWCA advises Life360 on its debut upsized $320 million zero-coupon convertible and capped call

June 2025 | read press release

Transaction Background

Life360, Inc. (“LIF” or the “Company”) successfully raised an upsized $320mm (inclusive of greenshoe) in the convertible market at highly attractive terms (0.00% coupon and 32.5% conversion premium)

Life360 took advantage of strong underlying convertible market conditions and meaningful momentum in its stock price to successfully execute its first convertible bond issuance

Life360’s objectives:

  • Opportunistically raise capital at a very low cost of capital after achieving an all-time stock price high on the Nasdaq the day prior to execution

  • Protect against future equity dilution through a derivative overlay

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

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

  • Convertible and derivative overlay structuring, accounting analysis and tax implications, and syndicate structure and precedent data

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

  • Execution timing and shareholder messaging to the Company’s Australian & U.S. investor base

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

JWCA provided advice, support and analysis throughout the execution process

Results   

Life360’s inaugural convertible transaction was very well received by investors:

  • The transaction was multiple times oversubscribed and attracted significant long-only demand, leading to the convertible issue being upsized by $25mm (10% of original $250mm base deal)

  • The 0.00% coupon and 32.5% conversion premium represented the company-friendly end of both the marketed coupon and conversion premium ranges

Life360 obtained zero-coupon convertible debt financing one year following the Company’s U.S. initial public offering in June 2024

Capped call documentation and auction process produced meaningful savings for Life360, driving economics in the Company's favor