JWCA advises Moderna on its $3.0 billion inaugural convertible and capped call transaction

August 2026 | read press release

Transaction Background

Moderna, Inc. (“MRNA” or the “Company”) successfully issued an upsized $3.0 billion (inclusive of greenshoe) in the convertible market at very attractive terms (0.00% coupon and 47.5% conversion premium). This capital raise came after momentum generated by the release of topline phase 3 data from its partnership with Merck on INTerpath-001

The Company’s objectives included:

  • Invest in growth of the Company’s business and potential repayment of debt

  • Purchase a capped call to protect against future dilution

  • Minimize stock price risk in a convertible issuance

Moderna 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 and tax analysis / implications

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

  • Shareholder messaging on the day of marketing

  • Execution strategy, tactics, and timing

  • Syndicate structure and precedent data

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

JWCA provided advice, support and analysis throughout the execution process

Results

The convertible issuance received strong interest from investors, allowing MRNA to upsize the transaction by 30%, making it the largest healthcare convert in the last 20 years

Final terms of 0.00% coupon and 47.5% conversion premium priced 2.5% higher than the company-friendly end of the marketed conversion premium range; these terms make it the best priced convertible for a biotech company in history!

It is the largest convertible ever to price with a 0% coupon and 40% premium or higher in the healthcare sector. Only ~2% of convertibles have ever achieved 0% and 45%+ premium

The Company’s +175% capped call purchase was the highest cap ever in healthcare and 1 of only 3 in history