JWCA advises ProPetro Holding Corp. on its inaugural upsized zero-coupon $690 million convertible and capped call, and concurrent amended and extended $350 million ABL credit facility

mAY 2026 | read press release

Transaction Background

ProPetro Holding Corp. (“PUMP” or the “Company”) successfully raised $690mm (inclusive of greenshoe) in the convertible market at very attractive terms (0.00% coupon and 37.5% conversion premium)

ProPetro’s objectives included:

  • Opportunistically raise low-cost capital for general corporate purposes, including capex

  • Protect against future equity dilution through a derivative overlay

  • Capitalize on strength in share price performance, with the Company’s stock up over 200% year-over-year

ProPetro 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 and decision making

  • Accounting / tax analysis and implications

  • Negotiation of convertible and capped call documentation, ensuring maximum value and preserving future flexibility for the company

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

JWCA also ran an RFP process for the Company’s amended and extended ABL credit facility, designing the concurrent process to be closed simultaneously with the convertible execution

Results

ProPetro’s inaugural convertible offering was extremely well received by investors, attracting significant demand by fundamental outright investors:

  • The 0.00% coupon priced on the issuer-friendly end of the marketed range of 0.00 - 0.50% and the 37.5% conversion premium priced through the tight end of the marketed range of 30.0 - 35.0%. This represents the best priced deal in the oil & gas field in recent history

  • The transaction was many multiple times oversubscribed, leading to an upsize of ~20%

  • The stock closed up ~1.4% on the day, further indicating strong overall market demand for the convertible and underlying equity in the midst of a volatile macroeconomic environment

JWCA’s competitive capped call auction process delivered significant economic savings and meaningfully minimized dilution risk, with the Company purchasing dilution protection up 75.0% with a low single digit cost of capital

JWCA supported the management team on the entirety of the offering, providing execution advice and ensuring a high-quality outcome while achieving the Company’s objectives

JWCA facilitated an amend & extend of the existing credit facility, increasing the size to $350mm from existing $225mm, expanding the borrowing base, extending maturity, reducing pricing, and improving terms,  enabling PUMP to have more flexibility to achieve future growth objectives