In connection with establishing their initial hedge of the convertible note hedge and warrant transactions, the option counterparties have advised Workday that they or their affiliates may enter into various derivative transactions with respect to the Workday Class A common stock and/or purchase Workday Class A common stock concurrently with, or after, the pricing of the notes. These activities could have the effect of increasing or reducing the size of any decline in the price of Workday Class A common stock concurrently with, or shortly after, the pricing of the notes. In addition, the option counterparties or their affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Workday Class A common stock and/or purchasing or selling Workday Class A common stock or other securities linked to or referencing Workday Class A common stock in secondary market transactions following the pricing of the notes and prior to the maturity of the notes. This activity could also cause or avoid an increase or a decrease in the market price of Workday Class A common stock or the notes.
Workday estimates that the net proceeds from the offering will be approximately $516.0 million (or approximately $584.2 million if the initial purchasers exercise in full their option to purchase additional notes of each series) after deducting the initial purchasers' discounts and estimated offering expenses payable by Workday. 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 (after such cost is partially offset by the proceeds to Workday from the sale of the warrant transactions).
If the initial purchasers exercise their option to purchase additional notes of a particular series, Workday intends to use the resulting additional proceeds of the sale of the additional notes and any additional warrants to pay the cost of entering into additional convertible note hedge transactions and for general corporate purposes, potential acquisitions and strategic transactions.
This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities (including the shares of Workday Class A common stock, if any, into which the notes are convertible) and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. Any offers of the notes will be made only by means of a private offering memorandum.
The notes and any shares of Class A common stock issuable upon conversion of the notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.
Forward Looking Statements
This press release contains forward-looking statements including, among other things, statements relating to the expected use of proceeds from the offering. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause actual results to differ materially, including, but not limited to, whether or not Workday will consummate the offering, prevailing market conditions, the anticipated use of the proceeds of the offering, which could change as a result of market conditions or for other reasons, and the impact of general economic, industry or political conditions in the United States or internationally.
Workday assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this release.
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