SAN RAMON, Calif. - Five9, Inc. (NASDAQ:FIVN), a provider of the Intelligent CX Platform, today announced plans for a private placement of $600 million in convertible senior notes due in 2029, targeting qualified institutional buyers. The company also intends to grant a 13-day option for the initial purchasers to buy up to an additional $90 million in notes.
The notes, which are to be senior, unsecured obligations of the company, will be convertible into cash, shares of Five9's common stock, or a combination, at the company's discretion. Interest on the notes will be paid semi-annually, with the interest rate and initial conversion rate to be set upon the offering's pricing. Additionally, under certain conditions, Five9 may redeem the notes after a specified date.
A portion of the net proceeds from the notes offering will be used to finance the cost of capped call transactions, which are expected to reduce potential dilution upon conversion of the notes or offset potential cash payments above the principal amount. The remainder will go towards working capital and other corporate purposes, including repurchasing a portion of Five9's outstanding 0.500% convertible senior notes due in 2025.
The offering's cap price and further terms will be determined at the time of pricing. The company anticipates that the capped call transactions will involve initial purchasers or their affiliates purchasing shares of Five9's common stock or engaging in derivative transactions with the company's stock.
Moreover, the option counterparties or their affiliates may adjust their hedge positions through secondary market transactions or derivatives, which could influence the market price of Five9's common stock or the notes, particularly during conversion observation periods or following any repurchases of notes by Five9.
The notes, as well as the common stock potentially issued upon conversion, have not been registered under the Securities Act of 1933 or any state securities laws and will not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
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