RingCentral, Inc. Prices $1.0 Billion 0% Convertible Senior Notes Offering (up 50% Conversion Premium) - Seite 3

Redemption Option: RingCentral may redeem the notes, at its option, on or after March 5, 2022, at a redemption price equal to 100% of the principal amount thereof, plus any accrued and unpaid special interest, if any, if the last reported sale price of the common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which RingCentral provides written notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which RingCentral provides written notice of redemption.

Holders of notes may require RingCentral to repurchase their notes upon the occurrence of certain events that constitute a fundamental change under the indenture governing the notes at a purchase price equal to 100% of the principal amount thereof, plus any accrued and unpaid special interest, if any, to, but excluding, the date of repurchase. In connection with certain corporate events or if RingCentral issues a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their notes in connection with such corporate event or convert its notes called for redemption during the relevant redemption period.

Additional Details for the Capped Call Transactions

Capped Call Transactions: In connection with the pricing of the notes, RingCentral entered into capped call transactions with an initial purchaser or its affiliate and other financial institutions (the “hedge counterparties”). The capped call transactions are expected generally to reduce or offset the potential dilution to the common stock upon any conversion of notes with such reduction or offset, as the case may be, subject to a cap based on the cap price. The cap price of the capped call transactions will initially be approximately $480.56 per share, which represents a premium of 100% over the volume weighted average price of the common stock of approximately $240.28 per share on February 27, 2020, and is subject to certain adjustments under the terms of the capped call transactions. If the initial purchasers exercise their option to purchase additional notes, RingCentral intends to enter into additional capped call transactions with the hedge counterparties.