JWCA advises Mirion Technologies on its debut upsized $400 million convertible and capped call

may 2025 | read press release

Transaction Background

Mirion Technologies, Inc. (“Mirion” or the “Company”) successfully raised $400mm in the convertible market at attractive terms (0.25% coupon and 32.5% conversion premium)

Mirion’s objectives included:

  • Paydown Senior Secured Term Loan outstanding

  • Protect against future equity dilution through a derivative overlay

  • Minimize stock price risk during execution

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

  • Syndicate structure and precedent data

  • Execution timing

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

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

JWCA provided advice, support and analysis throughout the execution process

Results

Mirion’s inaugural offering was extremely well received by investors, attracting significant demand from long-only investors, leading to the book being multiple times oversubscribed, and the issue subsequently being upsized:

  • 0.25% coupon was tighter than the company-friendly end of the marketed coupon range; 32.5% was on the company friendly end of the marketed premium range

  • JWCA supported the management team on the entirety of the offering, providing execution advice and ensuring a high-quality execution

Capped call documentation and auction process produced meaningful savings for Mirion, while maximizing flexibility for the Company

Mirion’s stock traded down less than 1% on a day where the market was also down ~1%

The Company simultaneously repurchased ~2mm shares from hedged investors