Fenwick & West represented Chegg, Inc. (NYSE: CHGG), the leading student-first interconnected learning platform, in its offering of $345 million of 0.25% convertible senior notes due 2023, including full exercise of initial purchasers’ $45 million option to purchase additional notes, as well as in related hedging and stock repurchase transactions. The notes were sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. Morgan Stanley, BofA Merrill Lynch and Allen & Company LLC acted as initial purchasers of the notes.
Approximately $39.2 million of the net proceeds from the offering of the notes were used to pay the cost of the capped call transactions, and $20.0 million of the net proceeds were used to repurchase 983,284 shares of Chegg’s common stock in privately negotiated transactions.
The Fenwick transaction team was led by corporate lawyers Dave Bell, David Michaels, Katherine Duncan, Jennifer Hitchcock, Julia Forbess, Jennifer Cho and Alex Petersen, as well as tax lawyer Will Skinner.