Fenwick Represents Workday in $600M Convertible Senior Notes Offering

By: David K. Michaels, Thomas Kang

Fenwick & West represented Workday, Inc. (NYSE: WDAY), a leader in enterprise cloud applications for human resources and finance, in its offering of $310 million aggregate principal amount of 0.75% convertible senior notes due 2018 and $220 million aggregate principal amount of 1.50% convertible senior notes due 2020. The notes will be sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. In addition, the initial purchasers exercised, in full, their option to purchase an additional $40 million aggregate principal amount of Workday’s 2018 Notes and $30 million aggregate principal amount of Workday’s 2020 Notes.

In connection with the offering, Workday entered into convertible note hedge transactions with one or more of the initial purchasers of the notes or their respective affiliates (the “option counterparties”). The convertible note hedge transactions are expected generally to reduce the potential dilution and/or offset the cash payments that Workday could be required to make in excess of the principal amount upon conversion of the notes.

Workday expects to use the net proceeds from the offering of the notes for general corporate purposes, including potential acquisitions and strategic transactions, and to pay the cost of the convertible note hedge transactions.

The Fenwick transaction team was led by corporate partner David Michaels and included corporate associates Brian Kelly, Niki Fang, Liza Kostinskaya and Thomas Kang.

More information about the offering can be obtained from Workday’s website.


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