JWCA advises Snowflake on its upsized dual-tranche $3.75 billion convertible and capped call transaction

September 2026 | READ PRESS RELEASE

Transaction Background

Snowflake Inc. (“Snowflake” or the “Company”) successfully raised $3.75bn (exclusive of greenshoe) in the convertible market with a dual-tranche offering at highly attractive terms (0.00% coupon and 52.5% conversion premium for the 2029 notes and 0.00% coupon and 47.5% conversion premium for the 2031 notes)

The Company took advantage of constructive convertible market conditions and strong equity performance to raise zero-coupon capital, increasing financial flexibility while refinancing a portion of its outstanding 2027 convertible notes and mitigating potential dilution through the purchase of derivative overlays

Snowflake’s objectives included:

  • Opportunistically raise low-cost unsecured capital to add cash to the balance sheet

  • Stagger debt maturities and optimize its long-term capital structure

  • Protect against future equity dilution through the purchase of derivative overlays and the repurchase of 2027 convertible notes concurrently with the convertible offering

  • Minimize stock price risk during execution

JWCA provided extensive analysis on deal structuring and related items, including:

  • Convertible and derivative overlay structuring, including the execution of a dual-tranche structure

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

  • Capital structure considerations and execution of the concurrent 2027 convertible refinancing

  • Execution strategy, market intelligence, and timing recommendations

JWCA provided advice, support, and analysis throughout the execution process

Results

Snowflake’s dual-tranche convertible transaction was very well received by investors:

  • Multiple times oversubscribed with significant outright investor demand, reflecting both the Company’s strong fundamentals and favorable convertible market conditions, ultimately enabling the offering to be upsized from its previously announced size

  • The executed conversion premiums priced within the marketed ranges

Snowflake retired ~$262mm of outstanding 2027 convertible notes at a minimal premium to the current bond trading price

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

This offering marks the largest zero-coupon convertible transaction in history