Commvault Announces $750M Convertible Senior Notes Offering.

Commvault Systems has announced a $750 million convertible senior notes offering, with proceeds to be used to enhance strategic flexibility. A portion of the proceeds will be used to purchase capped calls to offset share dilution until at least a 100% premium to the last reported sale price of Commvault's common stock on the date of pricing. The offering is subject to market and other conditions and is being sold to qualified institutional buyers.

Commvault Systems, Inc. (NASDAQ: CVLT) has announced an offering of $750 million in convertible senior notes due 2030, with proceeds intended to enhance strategic flexibility. The notes will be sold exclusively to qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended.

A portion of the net proceeds from the offering will be used to fund the cost of entering into capped call transactions, designed to offset share dilution until at least a 100% premium to the last reported sale price of Commvault's common stock on the date of pricing. Additionally, up to approximately $125.0 million of the net proceeds will be used to repurchase shares of Commvault's common stock, and the remaining proceeds will be allocated for general corporate purchases, which may include acquisitions or strategic investments in complementary businesses or technologies.

The notes will be Commvault's senior unsecured obligations, maturing on September 15, 2030, unless earlier converted, redeemed, or repurchased. Commvault will satisfy its conversion obligations by paying cash up to the aggregate principal amount of the notes to be converted, and paying or delivering shares of its common stock or a combination of cash and shares of its common stock for the remainder.

The interest rate, initial conversion rate, and other terms of the notes will be determined upon pricing of the offering. Commvault expects to enter into capped call transactions with option counterparties, which are intended to reduce potential dilution to Commvault's common stock and offset any potential cash payments required in excess of the principal amount of converted notes, subject to a cap.

The offering is subject to market and other conditions, and the notes and any shares of Commvault's common stock issuable upon conversion of the notes have not been registered under the Securities Act or the securities laws of any state or other jurisdiction. This press release does not constitute an offer to sell or a solicitation of an offer to buy the notes or any shares of Commvault's common stock issuable upon conversion of the notes.

[1] https://www.benzinga.com/insights/news/25/08/47373639/heres-how-much-you-would-have-made-owning-commvault-systems-stock-in-the-last-15-years
[2] https://www.prnewswire.com/news-releases/commvault-announces-convertible-senior-notes-offering-302543674.html