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Published on 4/7/2020 in the Prospect News Convertibles Daily.

New Issue: Slack prices upsized $750 million five-year convertibles to yield 0.5%, up 27.5%

By Abigail W. Adams

Portland, Me., April 7 – Slack Technologies Inc. priced an upsized $750 million of five-year convertible notes after the market close on Monday at par with a coupon of 0.5% and an initial conversion premium of 27.5%, according to a company news release.

Pricing came on the rich end of talk for a coupon of 0.5% to 1% and at the midpoint of talk for an initial conversion premium of 25% to 30%, according to a market source.

Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC are the joint bookrunners for the Rule 144A deal, which carries an upsized greenshoe of $112.5 million.

The initial size of the offering was $600 million with a greenshoe of $90 million.

The notes are non-callable until April 20, 2023 and then subject to a 130% hurdle with a make-whole.

The notes are putable upon a fundamental change.

In connection with the pricing of the notes, Slack entered into capped call transactions with a cap price of $48.62 per share, which represents a premium of 100% over the last reported sales price of stock.

Proceeds are expected to be $731.4 million or $841.3 million if the greenshoe is exercised in full. Approximately $91.8 million of the proceeds will be used to cover the cost of the call spread, with an additional $13.8 million to be used if the greenshoe is exercised.

Remaining proceeds will be used for working capital and for general corporate purposes, which may include potential acquisitions and strategic transactions.

Slack is a San Francisco-based business communication software company.

Issuer:Slack Technologies Inc.
Securities:Convertible senior notes
Amount:$750 million
Greenshoe:$112.5 million
Maturity:April 15, 2025
Bookrunners:Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC
Coupon:0.5%
Price:Par
Yield:0.5%
Conversion premium:27.5%
Conversion price:$31.00
Conversion rate:32.2630
Call options:Non-callable until April 20, 2023 and then subject to a 130% hurdle
Put options:Upon a fundamental change
Pricing date:April 6
Settlement date:April 9
Distribution:Rule 144A
Talk:Coupon of 0.5% to 1% and initial conversion premium of 25% to 30%
Stock symbol:NYSE: WORK
Stock price:$24.31 at market close April 6
Market capitalization:$13.54 billion

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