Commvault Announces Pricing of Upsized Convertible Senior Notes Offering

Core Viewpoint - Commvault Systems, Inc. has announced a private offering of $785 million in 0% Convertible Senior Notes due 2030 to enhance strategic flexibility and fund various corporate activities [2][5]. Group 1: Transaction Details - The offering size was increased from the initially announced $750 million [2]. - The Notes will mature on September 15, 2030, and will not bear regular interest [7]. - An option for initial purchasers to buy an additional $115 million in Notes is available [4]. Group 2: Use of Proceeds - Approximately $86.9 million of the net proceeds will fund capped call transactions [6]. - About $117.7 million will be used to repurchase approximately 0.66 million shares of common stock at a price of $178.78 per share [6]. - Remaining proceeds will be allocated for general corporate purposes, including potential acquisitions or strategic investments [6]. Group 3: Notes Characteristics - The initial conversion rate is set at 4.2215 shares of common stock per $1,000 principal amount, equating to a conversion price of approximately $236.88 per share, representing a 32.5% premium over the last reported sale price [8][9]. - The capped call transactions are designed to offset potential dilution from the conversion of the Notes, with an initial cap price of $357.56 per share [9][13]. - The Notes will not be redeemable before September 22, 2028, and can be redeemed under specific conditions [11]. Group 4: Market Impact - The concurrent share repurchases may have influenced the trading price of Commvault's common stock, potentially leading to a higher initial conversion price for the Notes [17]. - The establishment of hedges related to the capped call transactions may affect the market price of Commvault's common stock and the Notes [14].