Upwork Announces Pricing of Offering of $500.0 Million of 0.25% Convertible Senior Notes Due 2026

About this update from Upwork Inc.

[{"type":"text","content":"SAN FRANCISCO, Aug. 05, 2021 (GLOBE NEWSWIRE) -- Upwork Inc. (“Upwork”) (Nasdaq: UPWK) today announced that it has priced $500.0 million aggregate principal amount of 0.25% convertible senior notes due 2026 (the “notes”). The notes are to be offered and sold in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Upwork also granted the initial purchasers of the notes an option to purchase, within a 13-day period from, and including the date on which the notes are first issued, up to an additional $75.0 million aggregate principal amount of notes. The sale is expected to close on August 10, 2021, subject to customary closing conditions, and is expected to result in approximately $487.0 million in net proceeds to Upwork after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by Upwork (assuming no exercise of the initial purchasers’ option to purchase additional notes). The notes will be senior, unsecured obligations of Upwork, and will bear interest at a rate of 0.25% per year, payable semiannually in arrears. The notes will mature on August 15, 2026, unless earlier redeemed, repurchased, or converted in accordance with the terms of the notes. Prior to the close of business on the business day immediately preceding May 15, 2026, the notes will be convertible at the option of holders only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the notes may be settled in shares of Upwork’s common stock (the “common stock”), cash or a combination of cash and shares of the common stock, at the election of Upwork. The notes will have an initial conversion rate of 15.1338 shares of the common stock per $1,000 principal amount of notes (which is subject to adjustment in certain circumstances). This is equivalent to an initial conversion price of approximately $66.08 per share. The initial conversion price represents a premium of approximately 42.5% to the $46.37 per share closing price of the common stock on The Nasdaq Global Select Market on August 5, 2021. Holders of the notes will have the right to require Upwork to repurchase for ca...

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