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Published on 8/15/2023 in the Prospect News Convertibles Daily.

New Issue: Workiva prices upsized $625 million five-year convertibles to yield 1.25%, up 30%

By Abigail W. Adams

Portland, Me., Aug. 15 – Workiva Inc. priced an upsized $625 million offering of five-year convertible notes after the market close on Monday at par with a coupon of 1.25% and an initial conversion premium of 30%, according to a company news release.

Pricing came at the cheap end of tightened talk for a coupon of 1% to 1.25% and in line with a fixed conversion premium of 30%.

Initial price talk was for a coupon of 1% to 1.5% and an initial conversion premium of 27.5% to 32.5%.

Goldman Sachs & Co. LLC was sole bookrunner for the Rule 144A offering, which carries an upsized greenshoe of $100 million.

The initial size of the offering was $525 million with a greenshoe of $75 million.

The notes are non-callable until Aug. 21, 2026 and then subject to a 130% hurdle.

They are putable upon a fundamental change.

Workiva entered into privately negotiated transactions to repurchase $274 million in principal of its 1.125% notes due 2026 for $397 million in cash.

Net proceeds are expected to be $615 million or will be $714 million if the greenshoe is exercised in full.

Approximately $397 million of net proceeds will be used to fund the repurchase of the 1.125% notes with the remaining amount to be used for general corporate purposes, which may include acquisitions or investments in complementary businesses, assets, products or technologies.

Workiva is a New York-based financial reporting software company.

Issuer:Workiva Inc.
Amount:$625 million
Greenshoe:$100 million
Issue:Convertible senior notes
Maturity:Aug. 15, 2028
Bookrunner:Goldman Sachs & Co. LLC
Coupon:1.25%
Price:Par
Yield:1.25%
Conversion premium:30%
Conversion price:$133.89
Conversion rate:7.4690
Call options:Non-callable until Aug. 21, 2026 and then subject to a 130% hurdle
Put options:Upon a fundamental change
Pricing date:Aug. 14
Settlement date:Aug. 17
Distribution:Rule 144A
Talk:Coupon of 1% to 1.25%, up 30%, revised from coupon of 1% to 1.5% and initial conversion premium of 27.5% to 32.5%
Stock symbol:NYSE: WK
Stock price:$102.99 at market close Aug. 14
Market capitalization:$5.53 billion

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