Zscaler Announces Proposed Offering of $1.5 Billion of Convertible Senior Notes Due 2028

Core Viewpoint - Zscaler, Inc. plans to offer $1.5 billion in convertible senior notes due 2028, with an option for initial purchasers to buy an additional $225 million, subject to market conditions [1][2]. Group 1: Offering Details - The notes will be senior unsecured obligations, maturing on July 15, 2028, and will accrue interest payable semiannually [2]. - The notes can be converted into cash, shares of Zscaler's common stock, or a combination of both at the company's discretion [2]. - The specific terms, including interest rate and conversion rate, will be determined at the time of pricing [2]. Group 2: Use of Proceeds - A portion of the net proceeds will be used to cover costs associated with capped call transactions, while the remainder will be allocated for general corporate purposes, including working capital and potential acquisitions [3]. Group 3: Capped Call Transactions - Zscaler expects to enter into capped call transactions to mitigate potential dilution of its common stock upon conversion of the notes [4]. - These transactions will cover the number of shares underlying the notes and are subject to anti-dilution adjustments [4]. - If the initial purchasers exercise their option for additional notes, Zscaler will enter into further capped call transactions [4]. Group 4: Market Impact - The option counterparties may engage in purchasing Zscaler's common stock or derivatives, which could influence the market price of the stock and the notes [5][6]. - This activity may affect the conversion ability of noteholders and the value of shares received upon conversion [6]. Group 5: Regulatory Compliance - The notes will be offered to qualified institutional buyers under Rule 144A of the Securities Act, and neither the notes nor the shares have been registered under the Securities Act [7].