Fenwick represented Chegg, Inc. (NYSE: CHGG) in its offering and sale of $1 billion aggregate principal amount of 0% convertible senior notes due 2026 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933.
The aggregate principal amount of the offering was increased from the initially announced offering size of $750.0 million to $900.0 million, and the initial purchasers of the notes exercised their option in full to purchase an additional $100.0 million aggregate principal amount of notes. The offering and sale closed on August 21, 2020. In connection with the offering and sale, Fenwick also assisted Chegg with its entry into capped call transactions to hedge against potential dilution from the new notes and in privately negotiated exchange transactions to retire approximately $172.0 million in principal amount of its 0.25% Convertible Senior Notes due 2023 in exchange for cash and shares of Chegg common stock (in addition to unwinding prior capped calls related to the retired 2023 notes).
More information is available from Chegg’s announcement.
The Fenwick transaction team included corporate partners David Bell and David Michaels and associates Katherine Duncan, Julia Forbess, Christine Chen, Janiece Jenkins, Annie Omata, Alyssa Zhang and Funmi Osinubi.