Workiva Announces Proposed Private Offering of $525 Million of Convertible Senior Notes
14 Agosto 2023 - 7:27AM
Business Wire
Workiva Inc. (NYSE: WK), the world’s leading cloud platform for
assured, integrated reporting, today announced that it plans to
offer, subject to market and other conditions, $525 million
principal amount of its 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”). Workiva
expects to grant the initial purchasers 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 $75 million
principal amount of the 2028 Notes.
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. In
certain circumstances and during certain periods, the 2028 Notes
may be converted, at the option of holders, into cash, shares of
Workiva’s Class A common stock, or a combination of cash and shares
of Workiva’s Class A common stock, at Workiva’s election. The
interest rate, conversion rate and certain other terms of the 2028
Notes are to be determined upon pricing of the offering.
Workiva intends to use the net proceeds from the offering of the
2028 Notes to repurchase for cash 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 expects to enter into one or more separate and
individually negotiated transactions with one or more holders of
the 2026 Notes to repurchase the 2026 Notes for cash on terms to be
negotiated separately with each holder. The terms of each 2026 Note
repurchase are anticipated to be individually negotiated with each
holder of the 2026 Notes and will depend on several factors,
including the market price of Workiva’s Class A common stock and
the trading price of the 2026 Notes at the time of each such note
repurchase. No assurance can be given as to how much, if any, of
the 2026 Notes will be repurchased or the terms on which they will
be repurchased. Workiva expects that 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
Workiva’s Class A common stock (including entering into derivatives
with one or more of the initial purchasers of the 2028 Notes or
their respective affiliates) and/or purchase shares of Workiva’s
Class A 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 Workiva’s Class A 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 will be 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 Workiva’s Class A
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/20230813159887/en/
Investor Contact: Mike Rost Workiva Inc.
investor@workiva.com
Media Contact: Darcie Brossart Workiva Inc.
press@workiva.com
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