Proofpoint closes USD201.25m of 1.25% convertible senior notes

Proofpoint (NASDAQ: PFPT) said it has closed its offering of USD201.25m aggregate principal amount of 1.25% convertible senior notes due in 2018.

The offering represented USD175m aggregate principal amount of notes plus the full exercise of the initial purchasers´ option to purchase up to an additional USD26.25m aggregate principal amount of notes. The notes were issued in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.

The notes are unsecured, unsubordinated obligations of Proofpoint, and will mature on December 15, 2018, unless repurchased, redeemed or converted in accordance with their terms prior to such date. Interest is payable semi-annually in cash at a rate of 1.25% per annum.

The notes have an initial conversion rate of 25.6271 shares of common stock per USD1,000 principal amount of notes. This represents an initial conversion price of approximately USD39.02 per share, which represents a premium of approximately 32.5% to the USD29.45 per share closing price of Proofpoint´s common stock on the NASDAQ Global Market on December 5, 2013.

Proofpoint estimates that the net proceeds from the offering will be approximately USD195.3m, after deducting the initial purchasers´ discounts and estimated offering expenses payable by Proofpoint. Proofpoint expects to use the net proceeds of the offering for general corporate purposes and potential acquisitions and strategic transactions. However, Proofpoint has no commitments with respect to any such acquisitions or investments at this time.

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