Dropbox’s $1.3 Billion Convertible Notes Offering

Simpson Thacher represented Initial Purchasers and Dealers in connection with convertible note hedge transactions and warrant transactions relating to shares of Class A common stock of Dropbox, entered into concurrently with the offering.

Dropbox, Inc. executed its offering of $653 million aggregate principal amount of 0% Convertible Senior Notes due 2026 (“2026 notes”) and $653 million aggregate principal amount of 0% Convertible Senior Notes due 2028 (“2028 notes” and together with the 2026 notes, the “notes”). The size of the offering was upsized from $567.5 million for each series of notes to $653 million. The notes were offered to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended. 

J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, RBC Capital Markets, LLC, BofA Securities, Inc., U.S. Bancorp Investments, Inc., Canaccord Genuity LLC, Citigroup Global Markets Inc., D.A. Davidson & Co., JMP Securities LLC, KeyBanc Capital Markets Inc. and William Blair & Company, L.L.C. acted as the initial purchasers for the notes offering.

Dropbox is a global collaboration platform where content is created, accessed and shared with the world. With more than 700 million registered users across 180 countries, Dropbox is on a mission to design a more enlightened way of working. The company is headquartered in San Francisco, California, and has offices around the world.

The Simpson Thacher team included Kevin Kennedy (Picture), Dan Webb, Ryan Coombs and Jesse Feng (Capital Markets); Jonathan Lindabury and Nathan Utterback (Derivatives); Marcy Geller and Scott Grundei (Tax); Tristan Brown and Jeanne M. Annarumma (Executive Compensation and Employee Benefits); Amber Harezlak and Melanie Jolson (IP); and Andrew Pagliughi (Blue Sky).  

Involved fees earner: Jeanne Annarumma – Simpson Thacher & Bartlett; Tristan Brown – Simpson Thacher & Bartlett; Ryan Coombs – Simpson Thacher & Bartlett; Jesse Feng – Simpson Thacher & Bartlett; Marcy Geller – Simpson Thacher & Bartlett; Scott Grundei – Simpson Thacher & Bartlett; Amber Harezlak – Simpson Thacher & Bartlett; Melanie Jolson – Simpson Thacher & Bartlett; Kevin Kennedy – Simpson Thacher & Bartlett; Jonathan Lindabury – Simpson Thacher & Bartlett; Andrew Pagliughi – Simpson Thacher & Bartlett; Nathan Utterback – Simpson Thacher & Bartlett; Daniel Webb – Simpson Thacher & Bartlett;

Law Firms: Simpson Thacher & Bartlett;

Clients: Bank of America Securities; Canaccord Genuity; Citigroup Global Markets Ltd; D.A. Davidson & Co.; Goldman Sachs & Co.; J.P. Morgan Securities LLC; JMP Securities LLC; KeyBanc Capital Markets; RBC Capital Markets; US Bancorp Investments Inc.; William Blair & Company, L.L.C.;

Martina Bellini

Author: Martina Bellini