Parsons
Corporation

Parsons is a leading disruptive technology provider in national security and global infrastructure — with capabilities across cyber and intelligence, space and missile defense, transportation and critical infrastructure protection.

Transaction Terms

Offering Size

$800MM ($700MM Base + $100MM Greenshoe)

Security

2.625% Convertible Senior Notes

Maturity

2029 (5 Years)

Conversion Premium

25%

Capped Call

Up 75%

Use of Proceeds

Refinance 2025 convertible notes; general corporate purposes

Execution

144A, wall-cross, overnight

Situation Overview

Maximizing
refinancing efficiency

Parsons Corporation engaged HudsonWest as its financial advisor in connection with the refinancing of its convertible notes due 2025 — a transaction that required unwinding an existing call spread, placing new notes and establishing a new capped call, all concurrently.

HudsonWest worked alongside management over several months to define the appropriate refinancing strategy, which culminated in a carefully orchestrated overnight execution.

HudsonWest’s Role

Advance preparation leading to
a successful outcome

Strategic Planning

HudsonWest worked with management over many months to analyze and structure a strategy to retire Parsons' 2025 maturity, including multiple board and pricing committee presentations. This culminated in a concurrent new issue and repurchase execution designed to leverage investors' existing hedges and facilitate the roll transaction.

Capped Call Structure Selection

Parsons had previously hedged its upside risk with a call spread. HudsonWest laid out the various economic, tax and accounting implications of executing a capped call or a call spread, with Parsons ultimately deciding to adopt a capped call strategy for this issuance.

Wall-Cross Process & Hedging Activity Balancing

Working in partnership with Parsons' left lead bank, HudsonWest conducted a wall-cross process to negotiate with existing and new potential investors. The team balanced hedging activity between existing and new investors, and coordinated unwinding call spread banks alongside new capped call counterparties.

VWAP Averaging to Mitigate Stock Pressure

A portion of the repurchase was creatively executed through a VWAP averaging period, mitigating any stock price pressure that would otherwise arise from the concurrent buyback — protecting the company's stock throughout the process.

Overnight Pricing with Attractive Terms

The transaction priced overnight, eliminating any stock price risk back to Parsons. HudsonWest's negotiations resulted in the company achieving a midpoint conversion premium and a better-than-midpoint coupon — a very strong outcome in overnight transactions.

ParsonsCorporation

Maximizingrefinancing efficiency

Advance preparation leading toa successful outcome

Let's start aconversation.

Parsons
Corporation

Maximizing
refinancing efficiency

Advance preparation leading to
a successful outcome

Let's start a
conversation.