Splunk Announces Pricing of Upsized $1.85 Billion Convertible Senior Notes Offering

▤ Summary

Splunk may redeem the 2023 notes, at its option, on or after September 20, 2021 and the 2025 notes, at its option, on or after September 20, 2022, if the last reported sale price of Splunk’s common stock has been at least 130% of the conversion price for the relevant series of notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending, and including, the trading day immediately preceding on the date on which Splunk provides notice of redemption at a redemption price equal to 100% of the principal amount of the relevant series of notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.Splunk intends to use the remainder of the net proceeds from the sale of the additional notes for working capital and other general corporate purposes.In connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates may purchase shares of Splunk’s common stock and/or enter into various derivative transactions with respect to Splunk’s common stock concurrently with or shortly after the pricing of the notes, including with certain investors in the notes.In addition, Splunk expects that the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Splunk’s common stock and/or purchasing or selling Splunk’s common stock or other securities of Splunk in secondary market transactions following the pricing of the notes and prior to the maturity of each series of notes (and are likely to do so on each exercise date for the capped call transactions, which are expected to occur during each 30 trading day period beginning on the 31st scheduled trading day prior to the maturity date of each series of notes, or following any termination of any portion of the capped call transactions in connection with any repurchase, redemption or early conversion of the notes).Organizations use market-leading Splunk solutions with machine learning to solve their toughest IT, Internet of Things and security challenges.

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