Workiva Inc. (NYSE: WK), the world’s leading cloud platform for
assured, integrated reporting, today announced the pricing of its
offering of $625 million principal amount of its 1.250% Convertible
Senior Notes due 2028 (the “2028 Notes”) through a private offering
to persons reasonably believed to be qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended
(the “Act”). The aggregate principal amount of the offering was
increased from the previously announced offering size of $525
million (or $600 million if the initial purchaser exercises its
option to purchase additional notes in full). Workiva also granted
the initial purchaser an option to purchase, for settlement within
a 13-day period from, and including, the date the 2028 Notes are
first issued, up to an additional $100 million principal amount of
the 2028 Notes. The offering is expected to close on August 17,
2023, subject to customary closing conditions.
The 2028 Notes will be senior unsecured obligations of Workiva,
and interest will be payable semi-annually in arrears on February
15 and August 15 of each year, beginning on February 15, 2024. The
2028 Notes will mature on August 15, 2028. The 2028 Notes will not
be redeemable at Workiva’s option prior to August 21, 2026. Workiva
may redeem all or any portion (subject to certain minimum liquidity
conditions) of the 2028 Notes, at Workiva’s option, on or after
August 21, 2026, if the last reported sale price of Workiva’s Class
A common stock (the “common stock”) has been at least 130% of the
conversion price then in effect for at least 20 trading days during
any 30 consecutive trading day period (including the trading day
immediately preceding the date on which Workiva provides notice of
redemption) at a redemption price equal to 100% of the principal
amount of the 2028 Notes to be redeemed, plus accrued and unpaid
interest.
The 2028 Notes will be convertible, at the option of holders,
into cash, shares of common stock or a combination of cash and
shares of common stock at Workiva’s election at an initial
conversion rate of 7.4690 shares of common stock per $1,000
principal amount of the 2028 Notes, which is equivalent to an
initial conversion price of approximately $133.89 per share and
represents a conversion premium of approximately 30% to the last
reported sale price of Workiva’s Class A common stock on the New
York Stock Exchange on August 14, 2023.
Prior to the close of business on the business day immediately
preceding May 15, 2028, the 2028 Notes will be convertible at the
option of the holders only upon the satisfaction of certain
conditions and during certain periods. Thereafter, until the close
of business on the business day immediately preceding the maturity
date, the 2028 Notes will be convertible at the option of the
holders at any time regardless of these conditions. If Workiva
undergoes a fundamental change (as defined in the indenture
governing the 2028 Notes), holders of the 2028 Notes may require
Workiva to purchase for cash all or part of their 2028 Notes at a
purchase price equal to 100% of the principal amount of the 2028
Notes to be purchased, plus accrued and unpaid interest, if any, up
to, but excluding, the fundamental change purchase date. In
addition, if certain make-whole fundamental changes occur or if the
2028 Notes are subject to redemption, Workiva will, in certain
circumstances, increase the conversion rate for any 2028 Notes
converted in connection with such make-whole fundamental change or
any 2028 Notes called or deemed called for redemption that are
converted during the related redemption period.
Workiva estimates that the net proceeds from the offering will
be approximately $615 million (or approximately $714 million if the
initial purchaser exercises in full its option to purchase
additional notes), after deducting fees and estimated expenses.
Workiva intends to use approximately $397 million of the net
proceeds from the offering of the 2028 Notes to repurchase a
portion of its 1.125% Convertible Senior Notes due 2026 (the “2026
Notes”) as described below. Workiva intends to use the remaining
net proceeds for working capital and other general corporate
purposes, as well as the acquisition of, or investment in,
complementary products, technologies, assets, solutions, or
businesses, although Workiva has no present commitments or
agreements to enter into any such transactions.
Contemporaneously with the pricing of the 2028 Notes in the
offering, Workiva entered into separate and individually negotiated
transactions with certain holders of the 2026 Notes, which were
effected through the initial purchaser or its affiliate, to
repurchase approximately $274 million in aggregate principal amount
of the 2026 Notes for approximately $397 million in cash, which
amount includes accrued and unpaid interest on the 2026 Notes to be
repurchased. Holders of the 2026 Notes that are repurchased in the
concurrent repurchases described above and that have hedged their
equity price risk with respect to such 2026 Notes may enter into or
unwind various derivatives with respect to the common stock
(including entering into derivatives with the initial purchaser of
the 2028 Notes or its respective affiliates) and/or purchase shares
of common stock concurrently with or shortly after the pricing of
the 2028 Notes. This activity could increase (or reduce the size of
any decrease in) the market price of the common stock, including
concurrently with the pricing of the 2028 Notes, resulting in a
higher effective conversion price of the 2028 Notes.
The 2028 Notes are being offered to persons reasonably believed
to be qualified institutional buyers pursuant to Rule 144A under
the Act. Neither the 2028 Notes nor any shares of common stock
issuable upon conversion of the 2028 Notes have been or will be
registered under the Act or under any state securities laws or laws
of any foreign jurisdiction, and may not be offered or sold in the
United States or to U.S. persons without registration under, or an
applicable exemption from the registration requirements of, the
Act. This announcement does not constitute an offer to sell, nor is
it a solicitation of an offer to buy these securities, nor shall
there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful.
Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended and Section 21E of the Securities Exchange Act of 1934, as
amended. These statements involve risks and uncertainties that
could cause actual results to differ materially, including, but not
limited to, whether Workiva will be able to consummate the offering
of 2028 Notes, the final terms of such offering, the satisfaction
of customary closing conditions with respect to the offering,
prevailing market conditions and the anticipated use of net
proceeds. Forward-looking statements may be identified by the use
of the words “may,” “will,” “expect,” “intend,” and other similar
expressions. These forward-looking statements are based on
estimates and assumptions by Workiva’s management that, although
believed to be reasonable, are inherently uncertain and subject to
a number of risks. Actual results may differ materially from those
anticipated or predicted by Workiva’s forward-looking
statements.
For more information on these and other risks affecting
Workiva’s business, please refer to the “Risk Factors” sections
included in Workiva’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2022, and in Workiva’s Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30, 2023. The
forward-looking statements contained in this news release are made
as of the date hereof, and Workiva does not assume any obligation
to update such statements.
About Workiva
Workiva Inc. (NYSE:WK) is on a mission to power transparent
reporting for a better world. We build and deliver the world’s
leading cloud platform for assured, integrated reporting to meet
stakeholder demands for action, transparency, and disclosure of
financial and non-financial data. Workiva offers the only unified
SaaS platform that brings customers’ financial reporting,
Environmental, Social, and Governance (ESG), and Governance, Risk,
and Compliance (GRC) together in a controlled, secure, audit-ready
platform. Our platform simplifies the most complex reporting and
disclosure challenges by streamlining processes, connecting data
and teams, and ensuring consistency.
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version on businesswire.com: https://www.businesswire.com/news/home/20230814135415/en/
Investor Contact: Mike Rost Workiva Inc.
investor@workiva.com
Media Contact: Darcie Brossart Workiva Inc.
press@workiva.com
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