SAN FRANCISCO, Jan. 15, 2021 /PRNewswire/ -- DocuSign, Inc.
(Nasdaq: DOCU) today announced that it has closed its offering of
0% convertible senior notes due 2024 (the "notes") for gross
proceeds of $690.0 million, including
the full exercise of the $90.0
million option to purchase additional notes granted by
DocuSign to the initial purchasers. The notes were sold only to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Act").
The notes are general unsecured, senior obligations of DocuSign
that do not bear regular interest, and the principal amount of the
notes will not accrete. The notes mature on January 15, 2024, unless repurchased or converted
in accordance with their terms prior to such date. Prior to
October 15, 2023, the notes are
convertible at the option of holders only upon satisfaction of
certain conditions and during certain periods, and thereafter, at
any time until the close of business on the second scheduled
trading day immediately preceding the maturity date. Upon
conversion, the notes may be settled in shares of DocuSign common
stock, cash or a combination of cash and shares of DocuSign common
stock, at the election of DocuSign.
The notes have an initial conversion rate of 2.3796 shares of
DocuSign common stock per $1,000
principal amount of notes (which is subject to adjustment in
certain circumstances). This is equivalent to an initial conversion
price of approximately $420.24 per
share. The initial conversion price represents a premium of
approximately 60% to the $262.65 per
share closing price of DocuSign common stock on The Nasdaq Global
Select Market on January 12,
2021.
DocuSign estimates that the net proceeds from the offering will
be approximately $677.3 million,
after deducting the initial purchasers' discount and commissions
and estimated offering expenses payable by DocuSign. DocuSign used
approximately $31.4 million of the
net proceeds from the offering of the notes to pay the cost of the
capped call transactions described below. In addition, DocuSign
used approximately $460.0 million of
the net proceeds from the offering, together with approximately 4.7
million shares of DocuSign common stock, to repurchase $460.0 million aggregate principal amount of its
0.50% Convertible Senior Notes due 2023. DocuSign intends to use
the remainder of the net proceeds for working capital and other
general corporate purposes.
In connection with the pricing of the notes and the full
exercise of the option by the initial purchasers to purchase
additional notes, DocuSign has entered into privately negotiated
capped call transactions with one or more of the initial purchasers
of the notes or their respective affiliates and other financial
institutions (the "capped call counterparties"). The capped call
transactions cover, subject to customary anti-dilution adjustments,
the number of shares of DocuSign common stock underlying the notes
sold in the offering. The capped call transactions are expected
generally to reduce or offset potential dilution to holders of
DocuSign common stock upon conversion of the notes and/or offset
any cash payments that DocuSign could be required to make in excess
of the principal amount of any converted notes, with such reduction
and/or offset subject to a cap.
This announcement is neither an offer to sell nor a solicitation
of an offer to buy any of these securities (including the shares of
DocuSign common stock, if any, into which the notes are
convertible) and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offer, solicitation or sale
is unlawful. Offers of the notes are being made only by means of a
private offering memorandum.
The notes and any shares of DocuSign common stock issuable upon
conversion of the notes have not been registered under the Act, or
any state securities laws and may not be offered or sold in
the United States absent
registration or an applicable exemption from such registration
requirements.
Use of forward-looking statements
This press release contains "forward-looking statements"
including, among other things, the potential effects of capped call
transactions and statements relating to the expected use of
proceeds from the offering. These forward-looking statements are
made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These statements involve
risks and uncertainties that could cause actual results to differ
materially, including, but not limited to, prevailing market
conditions, the anticipated use of the net proceeds of the
offering, which could change as a result of market conditions or
for other reasons, the impact of general economic, industry or
political conditions in the United
States or internationally, and risks related to the impact
of the COVID-19 pandemic on DocuSign's business, financial
condition and results of operations. The foregoing list of risks
and uncertainties is illustrative, but is not exhaustive. For
information about other potential factors that could affect
DocuSign's business and financial results, please review the "Risk
Factors" described in DocuSign's Annual Report on Form 10-K for the
year ended January 31, 2020 and
DocuSign's Quarterly Report on Form 10-Q for the quarter ended
October 31, 2020 filed with the
Securities and Exchange Commission (the "SEC") and in DocuSign's
other filings with the SEC. DocuSign undertakes no
obligation, and does not intend, to update these forward-looking
statements after the date of this release, except as required by
law.
Investor Relations:
Annie Leschin
VP Investor Relations
investors@docusign.com
Media Relations:
Adrian Wainwright
Head of Communications
media@docusign.com
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SOURCE DocuSign, Inc.