JWCA acts as sole placement agent for Opendoor Technologies on its $650 million zero-coupon convertible financing and capped call transaction

August 2026 | read press release

Transaction Background

Opendoor Technologies, Inc. (“Opendoor”, “OPEN” or the “Company”) successfully raised $650 million in a convertible financing at highly attractive terms (0.00% coupon and 35.0% conversion premium), pricing overnight with no stock price risk to the company

Opendoor’s objectives included:

  • Opportunistically raise unsecured growth capital at a low cost

  • Eliminate stock price risk from a day of marketing in a period of elevated market volatility

  • Protect against future equity dilution through a capped call and concurrent share repurchase

  • Partner with a syndicate of investors for long-term growth

  • Take advantage of the strong convertible market and business momentum

Opendoor engaged J. Wood Capital Advisors, LLC (“JWCA”) to assist in the structuring, negotiation, documentation, and execution of this transaction

JWCA provided analysis to the company on deal structuring and related items, including:

  • Transaction structuring and evaluation of convertible, capped call and share repurchase

  • Analysis of dilution mitigation strategies and related accounting, tax and economic considerations

  • Convertible note and capped call documentation to maximize economics, flexibility and future liability management optionality

  • Execution strategy, timing, and financing tactics

  • Shareholder messaging and investor composition during execution

JWCA provided advice, support, and analysis throughout the execution process, and committed to support the transaction with its own capital

JWCA designed and managed a competitive capped call auction process that delivered highly attractive economics for the Company

Results

Opendoor Technologies was able to raise $650 million without a day of public marketing

Opendoor minimized stock price risk, as the transaction was executed via a confidential marketing process, and priced overnight with convertible investors

Opendoor simultaneously repurchased ~45.3mm shares (~$158mm) from convertible investors

This transaction priced amongst the best privately placed convertibles in the past 5 years

JWCA’s capped call documentation and auction process produced meaningful savings for Opendoor, driving significant economics in the Company's favor

JWCA purchased $25 million of OPEN stock to facilitate efficient execution of the transaction