July 2024
Case Study

OSI
Systems

OSI Systems is a vertically integrated designer and manufacturer of specialized electronic systems for critical applications in homeland security, healthcare, defense and aerospace.

Transaction Terms
Offering Size
$350MM ($300MM Base + $50MM Greenshoe)
Security
2.25% Convertible Senior Notes
Maturity
2029 (5 Years)
Conversion Premium
27.5%
Use of Proceeds
Refinance revolving credit facility; concurrent share repurchase
Execution
144A, targeted wall-cross + one-day marketed
$350MM
Upsized from launch;
greenshoe exercised
+3.2%
OSI shares on deal day
$80MM
Concurrent share repurchase
Situation Overview

Returning to the
convertible market

OSI Systems had previous experience with the convertible market, having issued its inaugural convertible in February 2017, which matured in 2022. Since then, the Company relied primarily on its credit facility to finance itself.

As interest expense rose, OSI Systems looked for refinancing alternatives and engaged HudsonWest as its financial advisor for a new 144A convertible notes offering.

HudsonWest’s Role

Strong investor mix and
buyback supported execution

01
Documentation and Accounting

HudsonWest assisted the deal team with documentation and accounting efforts, including analysis of the GAAP EPS accretive nature of refinancing the revolving credit facility with a convertible bond.

02
Targeted Wall-Cross Strategy

HudsonWest recommended a highly targeted wall-cross focused solely on fundamentally oriented accounts, both in the US and internationally, and a share repurchase strategy to permit technical investors to hedge without any trading impact on the stock.

03
Accelerated Public Announcement

Following strong wall-cross receptivity, OSI accelerated the public announcement with a message that no hedging would be required in the public market, thereby supporting the stock price. The deal was upsized, and the greenshoe was fully exercised.

04
Positive Stock Reaction

OSI Systems achieved the low end of the aggressively marketed coupon range, and its shares rose 3.2% during the day — a rare positive file-to-offer price reaction to a convertible offering.

Other OSI Systems Transactions
November 2025
$575MM 0.50% Convertible Senior Notes due 2031
View Case Study →
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