Proofpoint to Issue US$800 Million in Convertible Senior Notes

Proofpoint (NASDAQ:PFPT), cybersecurity company announced that it is issuing US$800 million in unsecured convertible senior notes. The notes are scheduled to mature in 2024, with an interest rate of 0.25 percent paid semi-annually. As part of the conditions, the notes will be convertible into shares beginning August 20, 2022 with a 37 percent premium to the Proofpoint share price as of market close August 20, 2019.

As quoted in the press release:

The Notes will mature on August 15, 2024, unless repurchased, redeemed or converted in accordance with their terms prior to such date. Prior to April 15, 2024, the Notes will be convertible at the option of holders only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Notes may be settled in shares of Proofpoint common stock, cash or a combination of cash and shares of Proofpoint common stock, at the election of Proofpoint.

Holders of the Notes will have the right to require Proofpoint to repurchase all or a portion of their Notes at 100% of the principal amount, plus accrued and unpaid interest, if any, upon the occurrence of a fundamental change (as defined in the indenture relating to the Notes). Proofpoint will also be required to increase the conversion rate for holders who convert their Notes in connection with certain fundamental changes or redemptions occurring prior to the maturity date.

Click here to read the full press release.