Workiva Announces Pricing of Private Offering of $300 Million of 1.125% Convertible Senior Notes
14 August 2019 - 2:40AM
Business Wire
Workiva Inc. (NYSE: WK) today announced the pricing of its
offering of $300 million principal amount of its 1.125% Convertible
Senior Notes due 2026 (the “notes”) through a private offering to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended. Workiva also granted the
initial purchasers a 13-day option beginning on, and including, the
date the notes are issued, to purchase up to an additional $45
million principal amount of notes. The offering is expected to
close on August 16, 2019, subject to customary closing
conditions.
The 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, 2020. The
notes will mature on August 15, 2026. The notes will not be
redeemable at Workiva’s option prior to August 21, 2023. Workiva
may redeem all or any portion of the notes, at Workiva’s option, on
or after August 21, 2023, 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 notes to be redeemed, plus
accrued and unpaid interest.
The notes will be convertible 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 12.4756 shares of common
stock per $1,000 principal amount of the notes, which is equivalent
to an initial conversion price of approximately $80.16 per share.
The initial conversion price of the notes represents a premium of
approximately 42.5% over the $56.25 per share public offering price
in a concurrent public stock offering also announced today.
Prior to the close of business on the business day immediately
preceding May 15, 2026, the 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 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 notes), holders
may require Workiva to purchase for cash all or part of their notes
at a purchase price equal to 100% of the principal amount of the
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
notes are subject to redemption, Workiva will, in certain
circumstances, increase the conversion rate for any notes converted
in connection with such make-whole fundamental change or such
redemption.
Workiva estimates that the net proceeds from the offering will
be approximately $292.1 million (or approximately $336.0 million if
the initial purchasers exercise in full their option to purchase
additional notes), after deducting discounts, commissions and
estimated offering expenses. Workiva intends to use the net
proceeds from the offering of the notes 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 commitments or
agreements to enter into any such transactions.
The notes and the shares of common stock issuable upon
conversion of the notes have not been, and will not be, registered
under the Securities Act of 1933, as amended, or under any state
securities laws, and may not be offered or sold in the United
States without registration under, or an applicable exemption from,
the registration requirements. 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 prior to registration or
qualification under the securities laws of any state or any
jurisdiction.
About Workiva
Workiva, the leading provider of connected reporting and
compliance solutions, is used by thousands of enterprises across
180 countries, including more than 75 percent of Fortune 500®
companies, and by government agencies. Our customers have linked
over five billion data elements to trust their data, reduce risk
and save time. For more information about Workiva (NYSE:WK), please
visit workiva.com.
Read the Workiva blog: www.workiva.com/blog Follow Workiva on
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version on businesswire.com: https://www.businesswire.com/news/home/20190813005803/en/
Investor Contact: Eileen Gannon Workiva Inc. (515) 663-4493
investor@workiva.com
Media Contact: Kevin McCarthy Workiva Inc. (515) 663-4471
press@workiva.com
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