Wilson Sonsini, Wachtell, Lipton, Rosen & Katz and Wilson Sonsini Goodrich & Rosati represented Splunk, while Simpson Thacher & Bartlett represented Silver Lake. in the transaction.
Splunk Inc., provider of the Data-to-Everything Platform, announced that Silver Lake, a global leader in technology investing, will make a $1 billion investment in convertible senior notes to support the continued transformation of its business. Splunk expects to use the proceeds from the new investment to fund growth initiatives and manage its capital structure, including a newly authorized share repurchase program of up to $1 billion that will be executed over time.
Under the terms of the investment, Silver Lake will purchase $1 billion in aggregate principal amount of Splunk’s convertible senior notes (the “Notes”). The Notes will have an initial conversion price of $160.00 per share of Splunk’s Common Stock, subject to customary anti-dilution and other adjustments. The initial conversion price of $160.00 represents a 30% premium to the volume-weighted average closing price of the Common Stock over a 10-day period ending on June 21, 2021. The Notes will mature in July 2026, unless earlier repurchased, redeemed or converted. The Notes will bear interest at 0.75% per year.
In connection with this transaction, Splunk’s Board has authorized the repurchase of up to $1 billion of its common shares in the open market, based on prevailing market prices, or in privately negotiated transactions. The repurchase is intended to offset the dilutive effect of the Notes.
Goldman Sachs & Co. LLC and Centerview Partners acted as financial advisor to Splunk.
Splunk Inc. (NASDAQ: SPLK) turns data into doing with the Data-to-Everything Platform. Splunk technology is designed to investigate, monitor, and analyze and act on data at any scale.
Silver Lake is a global technology investment firm, with more than $83 billion in combined assets under management and committed capital and a team of professionals based in North America, Europe and Asia. Silver Lake’s portfolio companies generate more than $196 billion of revenue annually and employ more than 448,000 people globally.
Wachtell Lipton’s team consisted of David A. Katz (Picture).
Involved fees earner: David Katz – Wachtell, Lipton, Rosen & Katz; Arjun Adusumilli – Wilson Sonsini Goodrich & Rosati; Erik Franks – Wilson Sonsini Goodrich & Rosati; Stephen Horton – Wilson Sonsini Goodrich & Rosati; Michael Rosati – Wilson Sonsini Goodrich & Rosati; Jacob Shepherd – Wilson Sonsini Goodrich & Rosati; Lisa Stimmell – Wilson Sonsini Goodrich & Rosati; Myra Sutanto Shen – Wilson Sonsini Goodrich & Rosati; Nick Wilson – Wilson Sonsini Goodrich & Rosati;
Clients: Splunk Inc;