Chicago, Aug. 5 – Upwork Inc. sold a $500 million offering of 0.25% five-year convertible notes after the market close on Thursday with an initial conversion premium of 42.5%, according to a press release.
The notes came in the middle of coupon talk of 0% to 0.5%. The initial conversion premium was expected to be between 37.5% and 42.5%, based on details provided by a market source.
Goldman Sachs & Co. LLC (lead left), BofA Securities Inc. and Jefferies LLC are underwriters for the Rule 144A offering, which carries a greenshoe of $75 million exercisable for 13 days.
The notes are non-callable until Aug. 20, 2024 and then subject to a 130% hurdle.
They are putable upon a fundamental change.
In connection with the offering, the company will enter into capped call transactions.
The price of the capped call transactions is initially approximately $92.74 per share, a premium of 100% of the last reported sale price of common stock of $46.37 on Aug. 5.
Proceeds will be used to cover the cost of the call spread and for general corporate purposes.
Upwork is a San Francisco-based freelancing platform.
Abigail W. Adams contributed to this story.
| Issuer: | Upwork Inc.
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| Issue: | Convertible notes
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| Amount: | $500 million
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| Greenshoe: | $75 million
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| Maturity: | Aug. 15, 2026
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| Bookrunners: | Goldman Sachs & Co. LLC (lead left), BofA Securities Inc. and Jefferies LLC
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| Coupon: | 0.25%
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| Price: | Par
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| Yield: | 0.25%
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| Conversion premium: | 42.5%
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| Conversion price: | $66.08
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| Conversion rate: | 15.1338
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| Call options: | Non-callable until Aug. 20, 2024, then subject to a 130% hurdle
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| Put options: | Upon a fundamental change
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| Trade date: | Aug. 5
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| Settlement date: | Aug. 10
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| Distribution: | Rule 144A
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| Price talk: | Coupon talk of 0% to 0.5%; initial conversion premium between 37.5% and 42.5%
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| Stock symbol: | Nasdaq: UPWK
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| Stock price: | $46.37 at on Aug. 5
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| Market capitalization: | $5.92 billion
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