JWCA ADVISES teladoc health ON THE EQUITIZATION OF ITS CONVERTIBLE NOTES

May 2021 | read press release

Transaction Background

Following the issuance of TDOC’s $287.5mm convertible in May 2018, TDOC’s stock price increased ~256%. The high stock price presented an opportunity to retire a majority of 2025 debt early by delivering stock, which allowed Teladoc to quickly and efficiently de-lever the balance sheet

Teladoc’s objectives included:

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

• Use stock as the consideration to preserve cash

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

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

• Tactics around investor targeting and execution method

• Balancing exchange considerations to minimize repurchase price and friction costs

• Investor outreach, negotiation, and execution of exchanges

Results

The Company executed a successful liability management transaction for its 1.375% convertible notes due 2025:

• Exchanged $206.4mm of their convertible notes for stock (94% of outstanding)

• Saved an estimated ~$10.9mm of cash interest over the remaining life

• Minimal stock selling: nearly all of the shares delivered to investors were simply returned to the share lenders

No market risk for the Company – the transaction was conducted confidentially and executed based on the closing stock price