JWCA advises marvell/INphi on the (i) exchange of inphi convertible for marvell equity and (ii) capped call unwind with bank counterparties in conjunction with marvell’s acquisition of inphi

April 2021 | read press release

Transaction Background

Prior to the closing of Marvell’s acquisition of Inphi, Marvell and Inphi retained JWCA to (i) act as exchange agent on the exchange of Inphi’s outstanding convertible debt into Marvell common stock and (ii) negotiate the unwind of Inphi’s outstanding capped calls with the bank counterparties

Marvell’s objectives included:

• Maximize pro-forma cash post-acquisition

• Accelerate convertible debt settlement and capped call unwinds

• Unwind capped calls at most favorable terms possible

JWCA provided extensive analytics, advice, and expertise to Marvell, including

• Exchange design and consideration to be delivered to investors

• Investor targeting and messaging

• Structuring and execution of exchange

• Unwind process for capped calls

• Led unwind negotiation with each capped call bank counterparty

• Optimal timing/sequencing for each step in the workflow

• Coordination between all involved parties

• Assistance with settlement of the exchange and capped call unwinds

Results

Marvell successfully executed the liability management exercise:

• Cash savings realized:

  • Marvell’s merger consideration included $66.00 in cash for every share of Inphi stock

  • With make-whole, there were a total of 1.9mm Inphi shares underlying both convertibles

  • The exchange saved Marvell ~$125mm in cash (1.9mm shares * $66.00)

• Removed $209mm of debt from the Balance Sheet

• Capped call unwind negotiations resulted in significant savings for Company