RingCentral, Inc. Prices $1.0 Billion 0% Convertible Senior Notes Offering (up 50% Conversion Premium) - Seite 2

Repurchase of 0% Convertible Senior Notes due 2023 issued in 2018: RingCentral also agreed to repurchase approximately $172.5 million aggregate principal amount of its outstanding 0% Convertible Senior Notes due 2023 (the “2023 Notes”).

Use of Proceeds: RingCentral intends to use the net proceeds of the offering for the following purposes:

• Approximately $60.9 million of the net proceeds to pay the cost of the capped call transactions described above
• Approximately $509.6 million of the net proceeds from the offering of notes to repurchase approximately $172.5 million of the aggregate principal amount of its outstanding 2023 Notes through individual privately negotiated transactions entered into concurrently with the offering of the notes (collectively, the “Note Repurchases”). The Note Repurchases, and the potential related market activities by selling holders of the 2023 Notes (such as the unwinding of certain derivatives or the purchases of shares of common stock that RingCentral expects to occur in connection with the Note Repurchases), could have the effect of increasing, or limiting a decline in, the market price of the common stock.
• The remainder of the net proceeds for general corporate purposes, which may include working capital, capital expenditures, repayment of debt, potential acquisitions and strategic transactions of businesses, technologies or product. However, RingCentral has not designated any specific uses and have no current agreements with respect to any material acquisition or strategic transaction.

Additional Details for the new 0% Convertible Senior Notes due 2025 (up 50% Conversion Premium)

Conversion Features: The volume weighted average price per share of the common stock on February 27, 2020 was approximately $240.28 per share. With a conversion premium of approximately 50%, the initial conversion rate for the notes is 2.7745 shares of common stock per $1,000 principal amount of notes (which is equivalent to an initial conversion price of approximately $360.43 per share). Prior to the close of business on the business day immediately preceding December 1, 2024, the notes will be convertible at the option of the note holders only upon the satisfaction of specified conditions and during certain periods. Thereafter until the close of business on the scheduled trading day preceding the maturity date, the notes will be convertible at the option of the noteholders at any time regardless of these conditions. Conversions of the notes will be settled in cash, shares of the common stock or a combination thereof, at RingCentral’s election.