Tinton Falls, NJ – Commvault Systems, Inc. (NASDAQ: CVLT) announced the pricing of its upsized private offering of $785 million in 0% convertible senior notes due 2030. The offering, initially planned for $750 million, is expected to close on September 5th, 2025, subject to standard closing conditions.
The notes offer a conversion price of approximately $236.88 per share of Commvault common stock, representing a premium over the last reported sale price. Simultaneously, Commvault entered into capped call transactions to mitigate potential share dilution. These transactions have an initial cap price of $357.56 per share.
Commvault plans to use a portion of the net proceeds to repurchase approximately $117.7 million of its common stock. This buyback is part of the company’s existing share repurchase program. The remaining funds will support general corporate purposes. These purposes may include acquisitions or investments in complementary businesses and technologies.
The company estimates net proceeds of approximately $767.3 million after deducting discounts and commissions, but before offering expenses. This figure could rise to $879.8 million if underwriters fully exercise their option to purchase additional notes.
The notes are Commvault‘s senior unsecured obligations, maturing on September 15, 2030, unless converted, redeemed, or repurchased earlier. They will not accrue interest. Noteholders have the right to convert their notes after March 15, 2030. The conversion rate and price are subject to adjustment based on specific events.
Commvault retains the option to redeem the notes after September 22, 2028, under certain conditions, including the common stock price exceeding 130% of the conversion price for a defined period. A “fundamental change” (as defined in the indenture) could also trigger a repurchase of the notes by Commvault.
The capped call transactions are designed to lessen potential dilution from conversions and offset excess cash payments. The option counterparties are expected to engage in market activities related to Commvault‘s stock, potentially impacting the stock price.
The company acknowledged that the share repurchases might have influenced the common stock trading price, potentially leading to a higher initial conversion price for the notes. The offering is exclusively for qualified institutional buyers under Rule 144A of the Securities Act of 1933. The notes and any shares issuable upon conversion are not registered under the Securities Act or state securities laws.
Commvault, a provider of data protection and recovery solutions, offers products and services across various environments, including on-premises, hybrid, multi-cloud, and SaaS. The company’s forward-looking statements are subject to risks and uncertainties, as detailed in its SEC filings.
Related
