ServiceNow Prices $1.5 Billion Offering of Senior Notes
August 06 2020 - 8:00PM
Business Wire
ServiceNow, Inc. (NYSE: NOW) (“ServiceNow”) today announced that
it has priced a public offering of $1.5 billion aggregate principal
amount of 1.400% senior notes due 2030 (the “Notes”). The Notes
will be senior unsecured obligations of ServiceNow and will accrue
interest payable semiannually in arrears on March 1 and September 1
of each year, beginning on March 1, 2021. The Notes will mature on
September 1, 2030. The offering is expected to close on August 11,
2020, subject to customary closing conditions.
ServiceNow estimates that the net proceeds from the offering
will be approximately $1.481 billion after deducting the
underwriting discount and estimated offering expenses payable by
ServiceNow. 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, a preliminary prospectus filed with the SEC
on August 6, 2020, and a prospectus supplement to be filed with the
SEC. Before you invest in the Notes, you should read the prospectus
in that registration statement, the 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 expectation that the offering will
close on August 11, 2020, the amount of Notes sold, 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/20200806006136/en/
Public Relations Penny Bruce ServiceNow press@servicenow.com
Investor Relations Darren Yip ServiceNow ir@servicenow.com
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