SAN FRANCISCO, Sept. 11, 2018 /PRNewswire/ -- DocuSign, Inc.
("DocuSign") (Nasdaq: DOCU) today announced that it intends to
offer, subject to market conditions and other factors, $400
million principal amount of Convertible Senior Notes due 2023
in a private placement to qualified institutional buyers pursuant
to Rule 144A under the Securities Act of 1933, as amended (the
"Securities Act"). DocuSign also intends to grant the initial
purchasers of the notes an option to purchase up to an
additional $60 million principal amount of notes.
The notes will be senior unsecured obligations of DocuSign and
will accrue interest payable semiannually in arrears. The notes
will be convertible into cash, shares of DocuSign's common stock or
a combination of cash and shares of DocuSign's common stock, at
DocuSign's election. The interest rate, initial conversion rate,
repurchase or redemption rights and other terms of the notes will
be determined at the time of pricing of the offering.
DocuSign intends to use a portion of the net proceeds from the
offering to pay the cost of the capped call transactions described
below. DocuSign intends to use the remainder of the net proceeds
for working capital and other general corporate purposes. DocuSign
may also use a portion of the net proceeds for the acquisition of,
or investment in, technologies, solutions or businesses that
complement its business, although it has no commitments to enter
into any such acquisitions or investments at this time. If the
initial purchasers exercise their option to purchase additional
notes, DocuSign expects to use a portion of the net proceeds from
the sale of the additional notes to enter into additional capped
call transactions as described below. DocuSign intends to use the
remainder of the net proceeds from the sale of the additional notes
for working capital and other general corporate purposes.
In connection with the pricing of the notes, DocuSign expects to
enter into capped call transactions with one or more of the initial
purchasers or their respective affiliates and/or other financial
institutions (the "option counterparties"). The capped call
transactions are expected generally to offset the potential
dilution to DocuSign's common stock upon any conversion of notes
and/or offset any cash payments DocuSign is required to make in
excess of the principal amount of converted notes, as the case may
be, with such offset subject to a cap. If the initial purchasers
exercise their option to purchase additional notes, DocuSign
expects to enter into additional capped call transactions with the
option counterparties.
In connection with establishing their initial hedges of the
capped call transactions, the option counterparties or their
respective affiliates may purchase shares of DocuSign's common
stock and/or enter into various derivative transactions with
respect to DocuSign's common stock concurrently with or shortly
after the pricing of the notes, including with certain investors in
the notes. This activity could increase (or reduce the size of any
decrease in) the market price of DocuSign's common stock or the
notes at that time.
In addition, DocuSign expects that the option counterparties or
their respective affiliates may modify their hedge positions by
entering into or unwinding various derivatives with respect to
DocuSign's common stock and/or purchasing or selling DocuSign's
common stock or other securities of DocuSign in secondary market
transactions following the pricing of the notes and prior to the
maturity of the notes (and are likely to do so on each exercise
date for the capped call transactions, which are expected to occur
during the 30 trading day period beginning on the 31st scheduled
trading day prior to the maturity date of the notes). This activity
could also cause or prevent an increase or a decrease in the market
price of DocuSign's common stock or the notes, which could affect a
noteholder's ability to convert its notes and, to the extent the
activity occurs during any observation period related to a
conversion of notes, this could affect the amount and value of the
consideration that a noteholder will receive upon conversion of its
notes.
Concurrently with the offering of notes, certain selling
stockholders of DocuSign are offering 8,060,550 shares of
DocuSign's common stock in an underwritten public offering. Such
selling stockholders also intend to grant the underwriters a 30-day
option to purchase up to an additional 1,209,082 shares of the
DocuSign's common stock. The notes offering is not contingent upon
the concurrent public offering of common stock, and the concurrent
public offering of common stock is not contingent upon the notes
offering.
Neither the notes, nor any shares of DocuSign's common stock
issuable upon conversion of the notes, have been registered under
the Securities Act or any state securities laws, and unless so
registered, may not be offered or sold in the United
States absent registration or an applicable exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and other applicable securities laws.
This press release is neither an offer to sell nor a
solicitation of an offer to buy any securities, nor shall it
constitute an offer, solicitation or sale of any securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to the registration or qualification under
the securities laws of any such state or jurisdiction.
About DocuSign
Founded in 2003, DocuSign helps organizations connect and
automate how they prepare, sign, act-on, and manage agreements. As
part of its cloud-based System of Agreement Platform, DocuSign
offers eSignature—the market-leading way to sign electronically on
practically any device, from almost anywhere, at any time. Today,
more than 425,000 customers and hundreds of millions of users in
over 180 countries use DocuSign to accelerate the process of doing
business and simplify people's lives.
Investor Relations:
Annie
Leschin
VP Investor Relations
415-489-1005
annie.leschin@docusign.com
Media Relations:
Adrian
Wainwright
Head of Communications
media@docusign.com
Forward-Looking Statements
This press release contains "forward-looking" statements that
are based on management's beliefs and assumptions and on
information currently available to management. Forward-looking
statements include statements concerning the proposed terms of the
notes, the capped call transactions and the concurrent common stock
offering, the completion, timing and size of the proposed offering
of the notes, capped call transactions and concurrent common stock
offering and the anticipated use of proceeds from the offering.
Forward-looking statements include all statements that are not
historical facts and can be identified by terms such as "believe,"
"could," "expect," "intend," "may," "potential," "will," "would" or
similar expressions and the negatives of those terms.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause actual events to
differ from DocuSign's plans. These risks include, but are not
limited to, market risks, trends and conditions, and those risks
included in the section titled "Risk Factors" in DocuSign's
Securities and Exchange Commission ("SEC") filings and reports,
including its Quarterly Report on Form 10-Q for the quarter ended
July 31, 2018 and other filings that
DocuSign makes from time to time with the SEC, which are available
on the SEC's website at www.sec.gov. In addition, forward-looking
statements contained in this press release are based on assumptions
that DocuSign believes to be reasonable as of this date. Except as
required by law, DocuSign assumes no obligation to update these
forward-looking statements as a result of new information, future
events, changes in expectations or otherwise.
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SOURCE DocuSign, Inc.