On January 10, 2006 the managing director of Merrill Lynch’s Equity- Linked Capital markets Group, Dar Maanavi, was reviewing the final drafts of a proposal for a convertible debt offering by MoGen, Inc. As a leading biotechnology company in the United States, MoGen had become an important client for Merrill Lynch over the years. In fact, if this deal were to be approved by MoGen at $5billion, it would represent Merrill Lynch’s third financing for MoGen in four years with proceeds raised totaling $10 billion. Moreover, this “convert” would be the largest such single offering in history. The proceeds were earmarked to fund a variety of capital expenditures, research and development expenses, working capital needs, as well as a share repurchase program.
The Merrill Lynch team had been working with MoGen’s senior management to find the right tradeoff between the conversion feature and the coupon rate for the bond. Maanavi knew from experience that there was no “free lunch” when structuring the pricing of a convertible. Issuing companies wanted the conversion price to be as high as possible and the coupon rate to be as low as possible; whereas investors wanted the opposite: a low conversion price and a high coupon rate. Thus, the challenge was to structure the convert to make it attractive to the issuing company in terms of its cost of capital, while at the same time selling for full price in the market. Maanavi was confident that the right balance in the terms of the convert could be found, and he was also confident that the convert would serve MoGen’s financing needs better than a straight bond or equity issuance. But, he needed to make a decision about the final terms of the issue in the next few hours, as the meeting with MoGen was scheduled for early the next morning.
Company History
Founded in 1985 as MoGen (Molecular Genetics) the company was among the first in the biotechnology industry to deliver on the commercial promises of emerging