JWCA advises NeoGenomics on its $316.3 million convertible and capped call issuance

June 2026 | read press release

Transaction Background

NeoGenomics, Inc. (“NEO” or the “Company”) raised $316.3mm in the convertible market at attractive terms (0.75% coupon and 35.0% conversion premium), while refinancing $276mm (80%) of the outstanding convertible due 2028

NeoGenomics’ objectives included:

• Refinance a majority of convertible due in January 2028

• Protect against future equity dilution through derivative overlay and a share repurchase

• Minimize stock price risk during execution

JWCA provided extensive analysis for NeoGenomics for the transaction, including:

• Convertible and derivative overlay structuring

• Syndicate structure and precedent data

• Accounting and tax analyses

• Shareholder messaging

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

The transaction was conducted privately using a wall cross process, before flipping into a marketed transaction

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

JWCA provided advice, support and analysis throughout the execution process

Results

NeoGenomics’ convertible transaction was very well received by investors:

• The transaction was multiple times oversubscribed, reflecting strong investor demand in the Company’s offering and refinancing

• 0.75% coupon priced at the midpoint of the marketed range and 35% conversion premium priced at the high end of the marketed range

• Strong long-only demand and transaction structure helped mitigate execution-related pressure on the stock