Salesforce.com Announces Pricing of $500 Million Offering of 0.75% Convertible Senior Notes Due 2015
2010年1月13日 - 10:02AM
PRニュース・ワイアー (英語)
SAN FRANCISCO, Jan. 12 /PRNewswire-FirstCall/ -- Salesforce.com
(NYSE: CRM), the enterprise cloud computing company, today
announced the pricing of $500 million aggregate principal amount of
convertible senior notes due 2015 in a private placement to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Act"). Salesforce.com also
granted the initial purchasers of the notes an option to purchase
up to an additional $75 million aggregate principal amount of the
notes to cover overallotments. The sale of the notes to the initial
purchasers is expected to settle on January 19, 2010, subject to
customary closing conditions. (Logo:
http://www.newscom.com/cgi-bin/prnh/20050216/SFW105LOGO) The notes
will be unsecured, unsubordinated obligations of salesforce.com,
and interest will be payable semi-annually at a rate of 0.75% per
year. The initial conversion rate is 11.7147 shares of common stock
per $1,000 principal amount of notes (which is equivalent to an
initial conversion price of approximately $85.36 per share). Prior
to October 15, 2014, the notes will be convertible only upon the
occurrence of specified events; thereafter until maturity the notes
will be convertible at any time. Upon conversion, the notes will be
settled in cash and shares of salesforce.com's common stock
(subject to salesforce.com's right to pay cash in lieu of all or
any portion of such shares). In connection with the offering of the
notes, salesforce.com entered into privately-negotiated convertible
note hedge transactions with one or more of the initial purchasers
and their affiliates and/or other financial institutions (the
"hedge counterparties"). Salesforce.com also entered into
privately-negotiated warrant transactions with the hedge
counterparties. The strike price of the warrant transactions will
initially be approximately $119.51 per share, which is 175% of the
closing sale price of salesforce.com's common stock on January 12,
2010. Taken together, the convertible note hedge transactions and
the warrant transactions are expected, but not guaranteed, to
reduce the potential dilution to salesforce.com's common stock upon
the conversion of the notes. Salesforce.com has been advised that
in connection with hedging the convertible note hedge transactions
and warrant transactions, the hedge counterparties may enter into
various derivative transactions concurrently with or shortly after
the pricing of the notes. These activities could have the effect of
increasing or preventing a decline in the price of salesforce.com's
common stock concurrently with, or shortly after, the pricing of
the notes. In addition, the hedge counterparties may modify their
hedge positions from time to time following the pricing of the
notes (and are particularly likely to do so during any observation
period relating to a conversion of the notes) by entering into or
unwinding derivative transactions with respect to salesforce.com's
common stock, and/or by purchasing or selling shares of
salesforce.com common stock or the notes. Any of these activities
could adversely affect the value of salesforce.com's common stock
and the trading price of the notes. Salesforce.com expects to use a
portion of the net proceeds for the cost of the convertible note
hedge transactions after such cost is offset by the proceeds of the
warrant transactions described above, and to use the remaining
proceeds for general corporate purposes, including funding possible
investments in, or acquisitions of, complementary businesses, joint
ventures, services or technologies, working capital and capital
expenditures. This announcement is neither an offer to sell nor a
solicitation of an offer to buy any of these securities and shall
not constitute an offer, solicitation, or sale in any jurisdiction
in which such offer, solicitation, or sale is unlawful. The notes
and the shares of common stock issuable upon conversion of the
notes, if any, will not be registered under the Act or any state
securities laws, and unless so registered, may not be offered or
sold in the United States except pursuant to an exemption from the
registration requirements of the Act and applicable state laws.
DATASOURCE: Salesforce.com CONTACT: David Havlek, Investor
Relations, +1-415-536-2171, , or Jane Hynes, Public Relations,
+1-415-901-5079, , both of salesforce.com
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