JWCA advises Opendoor Technologies on a concurrent stock sale and convertible cash repurchase of ~$264mm of its convertible notes due 2030

November 2025 | read press release

Transaction Background

Following its recent equity appreciation, Opendoor Technologies (“OPEN” or “the Company”) repurchased ~$264mm (~81%) of the $325mm 7.00% convertible notes due 2030, leaving ~$61mm outstanding. OPEN stock is up more than 600% in the past 6 months. The high stock price allowed the Company to efficiently issue equity and repurchase the bonds for cash and reduce its outstanding debt balance.

Opendoor’s objectives included:

  • De-lever: retire the convertible to lower debt balance and interest expense

  • Issue stock for cash and simultaneously use funds to repurchase the notes to preserve existing cash balance

  • Minimize transaction and friction costs; execute as efficiently as possible

  • Minimize market and stock price risk

JWCA acted as Placement Agent for the transaction and provided analysis and advice around:

  • Evaluating transaction alternatives

  • Evaluating tactics around investor targeting, timing and execution method, including benefits and considerations around engaging investors before or after earnings announcement

  • Balancing considerations to minimize price and friction costs

  • Investor outreach, negotiation, and execution of stock issuance and simultaneous repurchase

Results

The Company de-levered by issuing shares of its stock for cash to retire the convertible:

  • Repurchase ~$264mm (~81% of outstanding) of 2030 convertible notes by issuing stock

  • Saved an estimated ~$83.5mm cash interest expense over the remaining life of the retired bonds

  • Minimal stock selling: the majority of the shares issued to investors are returned to the share lenders

  • Signaled the successful de-levering simultaneously with earnings by wall crossing investors prior to the Company reporting

  • Confidential execution: the transaction was negotiated privately with a small group of holders, and the Company knew the economic terms before executing the transaction