Rubrik, Inc. has announced its plan to offer $1.0 billion aggregate principal amount of convertible senior notes due 2030 in a private placement to qualified institutional buyers. The company also intends to grant the initial purchasers of the notes an option to purchase up to an additional $150.0 million aggregate principal amount of notes within a 13-day period.
The notes will be general unsecured obligations of Rubrik, will accrue interest payable semiannually in arrears, and will mature on June 15, 2030, unless earlier converted, redeemed, or repurchased. The interest rate, initial conversion rate, and other terms of the notes will be determined at the time of pricing of the offering.
Rubrik plans to use the net proceeds from the offering to pay for the cost of capped call transactions, repay in full the $327.9 million principal amount of outstanding loans under and terminate its credit agreement, and for general corporate purposes, which may include acquisitions or strategic investments in complementary businesses or technologies, working capital, operating expenses, and capital expenditures.
In connection with the pricing of the notes, Rubrik expects to enter into capped call transactions with one or more of the initial purchasers or affiliates thereof and/or other financial institutions. The capped call transactions are expected to reduce the potential dilution to the class A common stock upon any conversion of notes and/or offset any cash payments Rubrik is required to make in excess of the principal amount of converted notes, subject to a cap.
The notes and shares of class A common stock issuable upon conversion of the notes have not been and will not be registered under the securities act, any state securities laws, or the securities laws of any other jurisdiction.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of these securities. It also highlights that there shall be no sale of these securities in any state or jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction. Today the company's shares have moved -0.14% to a price of $88.74. For the full picture, make sure to review Rubrik's 8-K report.
