Dropbox, Inc. Announces $1.135 Billion Convertible Notes Offering
Dropbox, Inc. (“Dropbox”) (NASDAQ: DBX) today announced its intention to offer, subject to market conditions and other factors, $567.5 million aggregate principal amount of convertible senior notes due March 1, 2026 (the “2026 Notes”) and $567.5 million aggregate principal amount of convertible senior notes due March 1, 2028 (the “2028 Notes” and, together with the 2026 Notes, the “Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”). Dropbox also expects to grant the initial purchasers of the Notes a 13-day option to purchase up to an additional $56.75 million aggregate principal amount of 2026 Notes and up to an additional $56.75 million aggregate principal amount of 2028 Notes.
The Notes will be senior, unsecured obligations of Dropbox, and interest will be payable semi-annually in arrears. For each series of Notes, upon conversion, Dropbox will pay cash up to the aggregate principal amount of Notes to be converted and pay or deliver, as the case may be, cash, shares of Dropbox’s Class A common stock (“Class A common stock”) or a combination of cash and shares of Dropbox’s Class A common stock, at Dropbox’s election, in respect of the remainder. The interest rate, conversion rate, and other terms of the Notes are to be determined upon pricing of the offering.
In connection with the pricing of the Notes, Dropbox intends to enter into convertible note hedge and warrant transactions with one or more of the initial purchasers or their affiliates and/or other financial institutions (the “option counterparties”). The convertible note hedge transactions are expected generally to reduce the potential dilution to Dropbox’s Class A common stock upon any conversion of the Notes and/or offset any cash payments Dropbox is required to make in excess of the principal amount of converted Notes, as the case may be. The warrant transactions would separately have a dilutive effect to the extent that the market value per share of the Class A common stock exceeds the strike price of any of the warrants unless, subject to the terms of the warrant transactions, Dropbox elects to cash settle the warrants. If the initial purchasers exercise their option to purchase additional notes, Dropbox intends to enter into additional convertible note hedge and additional warrant transactions relating to the additional notes.