Proofpoint, Inc.’s $920 Million Convertible Senior Notes Offering

Davis Polk advised the initial purchasers in connection with a Rule 144A offering by Proofpoint, Inc. of $920 million aggregate principal amount of its 0.25% convertible senior notes due 2024, including $120 million aggregate principal amount of convertible senior notes pursuant to the exercise of the initial purchasers’ option to purchase additional notes.

Based in Sunnyvale, California, Proofpoint is a leading cybersecurity company that protects organizations’ greatest assets and biggest risks: their people. With an integrated suite of cloud-based solutions, Proofpoint helps companies around the world stop targeted threats, safeguard their data and make their users more resilient against cyber attacks.

Morgan Stanley & Co. LLC, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith acted as initial purchaser in the deal.

The Davis Polk corporate team included partner Alan F. Denenberg (Picture) and associates Jeffrey C. Lau and Blake Anderson. The equity derivatives team included partners John M. Brandow and Derek Walters, counsel Justin Michael and associates Justin Lashley, Anna Parnes and Charles York. Partner Pritesh P. Shah provided intellectual property and technology advice.

Involved fees earner: Blake Anderson – Davis Polk & Wardwell; John Brandow – Davis Polk & Wardwell; Alan Denenberg – Davis Polk & Wardwell; Justin Lashley – Davis Polk & Wardwell; Jeffrey Lau – Davis Polk & Wardwell; Justin Michael – Davis Polk & Wardwell; Anna Parnes – Davis Polk & Wardwell; Pritesh P. Shah – Davis Polk & Wardwell; Derek Walters – Davis Polk & Wardwell; Charles York – Davis Polk & Wardwell;

Law Firms: Davis Polk & Wardwell;

Clients: Citigroup Global Markets Ltd; Merrill Lynch, Pierce, Fenner & Smith Incorporated; Morgan Stanley;

Author: Ambrogio Visconti