Box, Inc. Announces Pricing of Offering of $400 Million of Convertible Senior Notes

Box, Inc. (NYSE:BOX), the leading Intelligent Content Cloud, today announced the pricing of $400 million aggregate principal amount of 1.50% convertible senior notes due 2029 (the “notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Box also granted the initial purchasers of the notes an option to purchase up to an additional $60 million aggregate principal amount of the notes. The sale of the notes is expected to close on September 20, 2024, subject to customary closing conditions.

The notes will be general senior, unsecured obligations of Box. The notes will bear interest at a rate of 1.50% per year. Interest will be payable semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2025. The notes will mature on September 15, 2029, unless earlier converted, repurchased or redeemed. The initial conversion rate will be 23.0102 shares of Box’s Class A common stock (“common stock”) per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $43.46 per share of common stock). The initial conversion price of the notes represents a premium of approximately 30% over the last reported sale price of Box’s common stock on the New York Stock Exchange on September 17, 2024. The notes will be convertible into cash up to the aggregate principal amount of the notes to be converted and cash, shares of Box’s common stock, or a combination of cash and shares of Box’s common stock, in respect of the remainder, if any, of Box’s conversion obligation in excess of the aggregate principal amount of the notes being converted, at Box’s election.

Box may redeem all or any portion of the notes (subject to a partial redemption limitation), at its option, on or after September 20, 2027 and prior to the 31st scheduled trading day preceding the maturity date, if the last reported sale price of Box’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on and including the trading day immediately preceding the date on which Box provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid special interest to, but excluding, the redemption date.