Goodwin's Capital Markets team advised the initial purchasers on a Rule 144A offering by CyberArk Software Ltd. ("CyberArk") (NASDAQ: CYBR) of $1.25 billion aggregate principal amount of its 0.00% convertible senior notes due 2030. The offering was upsized from $750 million to $1.1 billion including the full exercise of the initial purchasers' option to purchase $150.0 million of additional notes. The initial conversion price of the notes represents a premium of approximately 30.0% over the reference price of $392.18 per share. In connection with the offering, CyberArk and certain investment bank dealers entered into capped call transactions, which mitigate equity dilution and/or offset payments due upon conversion of the notes and effectively raise the conversion price of the notes to approximately $686.32 per share, a 75% premium over the reference price. Goodwin also advised the investment bank dealers on the capped call transactions.
CyberArk is the global leader in identity security, trusted by organizations around the world to secure human and machine identities in the modern enterprise.
Goodwin's product team consisted of Jim Barri, John Servidio, Kim De Glossop and Tom Underwood. The corporate team consisted of Michael Minahan, Audrey Leigh, Paul Heller and Brandon Richards. Dan Karelitz and Garrett Gaughan provided tax advice.
For more information, please see CyberArk's announcement of the offering.