Splunk Announces Proposed Private Placement of $900 Million of Convertible Senior Notes
The notes will be senior unsecured obligations of Splunk and will accrue interest payable semiannually in arrears. The notes will be convertible into cash, shares of Splunk’s common stock or a combination of cash and shares of Splunk’s common stock, at Splunk’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.
Splunk intends to use a portion of the net proceeds from the offering to pay the cost of the capped call transactions described below and to repurchase for cash up to
In connection with the pricing of the notes, Splunk 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 will cover, subject to customary adjustments substantially similar to those applicable to the notes, the number of shares of Splunk’s common stock underlying the notes. The capped call transactions are expected generally to reduce potential dilution to Splunk’s common stock upon any conversion of notes and/or offset any cash payments Splunk is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap.
In connection with establishing their initial hedges of the capped call transactions, Splunk expects the option counterparties or their respective affiliates to enter into various derivative transactions with respect to Splunk’s common stock and/or purchase shares of Splunk’s common stock concurrently with or shortly after the pricing of the notes. This activity and the hedge unwind activity of holders of the 2023 notes who sell such notes to Splunk as described below could increase (or reduce the size of any decrease in) the market price of Splunk’s common stock and the strike price of the notes.
In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Splunk’s common stock and/or purchasing or selling Splunk’s common stock or other securities of Splunk in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so during any observation period related to a conversion of notes or, to the extent Splunk exercises the relevant election under the capped call transactions, following any repurchase or redemption of the notes). This activity could also cause or avoid an increase or a decrease in the market price of Splunk’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, it could affect the number of shares and value of the consideration that a noteholder will receive upon conversion of its notes.
In connection with any repurchase of the 2023 notes, Splunk expects that holders of the outstanding 2023 notes that are being repurchased and have hedged their equity price risk with respect to such notes (the “hedged holders”) will, concurrently with the pricing of the notes, unwind their hedge positions by buying Splunk common stock and/or entering into or unwinding various derivative transactions with respect to Splunk common stock. The amount of Splunk common stock to be purchased by the hedged holders is likely to be substantial in relation to the historic average daily trading volume of Splunk common stock. If it is, this activity by the hedged holders will increase the effective conversion price of the notes.
Neither the notes, nor any shares of Splunk’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
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.
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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 and the capped call transactions, the completion, timing and size of the proposed offering of the notes and capped call transactions and the anticipated use of proceeds from the offering, including the proposed repurchase of 2023 notes. 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 Splunk’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 Splunk’s