Proofpoint announces make-whole fundamental change for convertibles

By William Gullotti

Buffalo, N.Y., Sept. 8 – Proofpoint Inc. provided notice of a make-whole fundamental change to holders of its 0.25% convertible senior notes due 2024, according to a press release Wednesday.

According to the announcement, the company’s acquisition by Thoma Bravo constituted a “fundamental change” and a “make-whole fundamental change” under the indenture for the convertibles. The acquisition was completed Aug. 31.

Proofpoint designated Sept. 24 as the fundamental change purchase date. At any time prior to the business day immediately preceding the fundamental change purchase date, noteholders may elect to have the company repurchase their notes at par plus accrued and unpaid interest up to, but excluding, the fundamental change purchase date.

As a result of the change, the conversion rate of the convertibles has temporarily increased to 7.2205 shares from 6.4941 shares. Noteholders are entitled to convert each $1,000 principal amount into $1,270.808 in cash without interest at any time up to, and including, Oct. 20.

Proofpoint is a cyber security company based in Sunnyvale, Calif. Thoma Bravo is a private equity investment firm with offices in Chicago and San Francisco.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.