JWCA acts as sole placement agent for Opendoor Technologies on its $325 million convertible exchange and new issuance

May 2025 | read press release

Transaction Background

Opendoor Technologies (“Opendoor”, or the “Company”) was interested in refinancing a portion of its outstanding 2026 convertible, which was trading at a discount to par, ahead of its maturity​

After previously engaging JWCA to execute several opportunistic cash repurchases over a 2-year span, Opendoor wanted to advantageously address a majority of the remaining outstanding 2026 convert prior to it going current on its balance sheet​

Opendoor’s objectives for the refinancing transaction included:​

  • Address financing overhang before it became a current liability​

  • Extend maturity of its outstanding convertible notes due 2026 while raising cash to the Balance Sheet to minimize impact to net leverage​

  • Execute overnight without the stock price impact from a new 144A marketed convertible​

  • Manage overall dilution of the transaction by achieving a significant conversion premium​

JWCA acted as sole placement agent for the exchange and new issuance, providing the following support for the Company:​

  • Advised on financing tactics, structure and investor targeting to drive Company-friendly terms​

  • Led the outreach and execution of placement and exchange with convertible investors​

  • Assisted the company with economic analysis of alternatives, including accounting and tax

Results

Opendoor issued $325mm in a new convertible due 2030 at attractive terms overnight in a private placement with existing and new investors​

  • The Company extended the maturity of outstanding notes by refinancing ~$246mm of 2026 notes par-for-par into new convertible notes due 2030 and raised cash to the Balance Sheet​

Combined with the new notional issued, Opendoor addressed 85% of the outstanding 2026 convertible, reducing the overhang from the near-term liability​

Avoided stock price risk, as the exchange was executed overnight after a confidential marketing process with existing convertible investors​

JWCA purchased OPEN stock and new 2030 convertible notes to help facilitate the transaction​