Fenwick represented Upwork (Nasdaq: UPWK) in its offering of 0.25% convertible senior notes due 2026 for gross proceeds of $575 million. The proceeds include the full exercise of the $75 million option granted by Upwork to the initial purchasers of the notes. The notes were offered and sold in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
Upwork estimates that the net proceeds from the offering will be approximately $560.1 million, after deducting the initial purchasers’ discount and commissions and estimated offering expenses payable by Upwork.
Upwork used approximately $49.4 million of the net proceeds from the offering of the notes to pay the cost of the capped call transactions. Upwork intends to use the remainder of the net proceeds from the offering for general corporate purposes, including marketing, brand awareness and sales, and which may include working capital, capital expenditures, and investments in and acquisitions of other companies, products or technologies that Upwork may identify in the future.
More information can be obtained from Upwork's announcement.
The Fenwick transaction team included corporate partners Ran Ben-Tzur, David Michaels and Julia Forbess, associates Ryan Mitteness, Tyler Stahl and Funmi Osinubi and senior attorney Soo Hwang.