ServiceNow Announces Offering of Senior Notes
August 06 2020 - 9:03AM
Business Wire
ServiceNow, Inc. (NYSE: NOW) (“ServiceNow”) today announced that
it intends to offer, subject to market conditions and other
factors, senior notes (the “Notes”) in a registered public
offering.
ServiceNow expects to use the net proceeds from the offering of
the Notes (i) to repurchase for cash up to $500 million aggregate
principal amount of its outstanding 0% convertible senior notes due
2022 (the “2022 Convertible Notes”), and (ii) for working capital
and other general corporate purposes. Pending the application of
the net proceeds, ServiceNow expects to invest the net proceeds in
short-term, interest-bearing instruments or other investment-grade
securities.
Barclays Capital Inc., Citigroup Global Markets Inc., J.P.
Morgan Securities LLC, Goldman Sachs & Co. LLC, Morgan Stanley
& Co. LLC, RBC Capital Markets, LLC and Wells Fargo Securities,
LLC are acting as joint book-running managers for the offering.
The offering of the Notes is being made pursuant to our
effective shelf registration statement on Form S-3, including our
base prospectus, filed with the Securities and Exchange Commission
(“SEC”) on May 4, 2018, and a preliminary prospectus supplement
filed with the SEC today. Before you invest in the Notes, you
should read the prospectus in that registration statement, the
preliminary prospectus supplement, and other documents ServiceNow
has filed or that ServiceNow may file with the SEC for more
complete information about ServiceNow and this offering. You may
obtain these documents for free by visiting EDGAR on the SEC
website. Alternatively, copies may be obtained from Barclays
Capital Inc. at (888) 603-5847 (toll-free), Citigroup Global
Markets Inc. at (800) 831-9146 (toll-free) and J.P. Morgan
Securities LLC at (212) 834-4533 (collect).
In connection with any repurchase of the 2022 Convertible Notes,
ServiceNow expects holders of the outstanding 2022 Convertible
Notes that are being repurchased and have hedged their equity price
risk with respect to such notes (the “Hedged Holders”) to unwind
their hedge positions by buying ServiceNow common stock and/or
entering into or unwinding various derivative transactions with
respect to ServiceNow common stock. In addition, the counterparties
to the call spread transactions that were entered into by
ServiceNow in connection with the 2022 Convertible Notes (the “Call
Spread Transactions”) may enter into derivative transactions with
the Hedged Holders as described above and may sell ServiceNow
common stock in connection with any unwinds or terminations of the
Call Spread Transactions in connection with any repurchases of the
2022 Convertible Notes. The market activity by the Hedged Holders
and by such counterparties to the Call Spread Transactions may be
substantial in relation to the historical average daily trading
volume of ServiceNow common stock and could cause the price of
ServiceNow common stock to increase or decrease.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these Notes in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. Any offer or sale of the Notes will be made only by
means of a prospectus supplement relating to the offering of the
Notes and the accompanying prospectus.
Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of federal securities laws and regulations. These
forward-looking statements are identified by their use of terms and
phrases such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “would,” “could,” “should,” “intend,” “expect” and
similar expressions that do not relate to historical matters. These
forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those
anticipated at the time the forward-looking statements were made.
These statements include our intention to proceed with the
offering, our anticipated use of proceeds and whether the 2022
Convertible Notes repurchases will take place or be consummated. If
we are able to consummate the Notes offering, the amount of the
Notes we sell will be subject to customary closing conditions and
will depend on market conditions, which could be affected by
factors such as the COVID‑19 pandemic, the supply of investment
grade debt in the market, and overall economic conditions. An
additional list and description of risks, uncertainties and other
matters can be found in our filings with the SEC, including those
set forth in the section entitled “Risk Factors” in our Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2020,
the preliminary prospectus supplement for the Notes offering to
which this communication relates, and in other filings we make with
the SEC from time to time. We undertake no obligation, and do not
intend, to update these forward-looking statements after the date
of this release, except as required by law.
About ServiceNow
ServiceNow (NYSE: NOW) is making the world of work, work better
for people. Our cloud-based platform and solutions deliver digital
workflows that create great experiences and unlock productivity for
employees and the enterprise.
© 2020 ServiceNow, Inc. All rights reserved. ServiceNow, the
ServiceNow logo, Now, and other ServiceNow marks are trademarks
and/or registered trademarks of ServiceNow, Inc. in the United
States and/or other countries. Other company names, product names,
and logos may be trademarks of the respective companies with which
they are associated.
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version on businesswire.com: https://www.businesswire.com/news/home/20200806005598/en/
Public Relations Penny Bruce ServiceNow press@servicenow.com
Investor Relations Darren Yip ServiceNow ir@servicenow.com
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