Proofpoint, Inc. $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. In addition, Davis Polk advised counterparties to capped call transactions in connection with the offering.

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.

The Davis Polk corporate team included partner Alan F. Denenberg 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. Members of the Davis Polk team are based in the Northern California and New York offices.