PagerDuty, Inc. (PD): debt financing — PagerDuty issues $402.5M of 1.50% convertible notes due 2028; repurchases $230M of 2025 notes and $50M of stock

PagerDuty, Inc.

$402.5M aggregate principal of 1.50% Convertible Senior Notes due 2028, initial conversion price $27.35 (27.5% premium to market).
Net proceeds of ~$390.4M; used $55.1M for capped calls, $224.5M to repurchase $230M of 2025 notes, $50M to repurchase shares at $21.45.
Capped call transactions set initial cap price at $42.90/share to offset dilution upon conversion of the new notes.
Irrevocably elected cash settlement for remaining 2025 notes; converting holders receive cash up to $1,000 principal plus excess in cash/stock.

item 1.01 item 2.03 item 3.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

PagerDuty, Inc. incurred convertible notes of $402.5 million with U.S. Bank Trust Company, National Association at 1.50% maturing October 15, 2028.

Instrument: convertible notes
Principal: $402.5 million
Counterparty: U.S. Bank Trust Company, National Association
Rate: 1.50%
Maturity: October 15, 2028
Event: incurrence

Exact text from the filing

On October 13, 2023, PagerDuty, Inc. (the “Company”) completed its previously announced private offering (the “Offering”) of $402.5 million aggregate principal amount of 1.50% Convertible Senior Notes due 2028

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

PagerDuty, Inc. entered into Indenture with U.S. Bank Trust Company, National Association valued at $402.5 million aggregate principal amount of 1.50% Convertible Senior Notes due 2028 (effective 2023-10-13).

Action: entry
Agreement: notes offering
Counterparty: U.S. Bank Trust Company, National Association
Value: $402.5 million aggregate principal amount of 1.50% Convertible Senior Notes due 2028
Effective: 2023-10-13

Exact text from the filing

On October 13, 2023, PagerDuty, Inc. (the “Company”) completed its previously announced private offering (the “Offering”) of $402.5 million aggregate principal amount of 1.50% Convertible Senior Notes due 2028 (the “Notes”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $52.5 million principal amount of the Notes. The Notes were issued pursuant to an indenture, dated October 13, 2023 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee.

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222 debt financings filed in the last 30 days. Browse all debt financings →

PagerDuty, Inc. filing history →

Source: SEC EDGAR

accession 0001568100-23-000048

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