Five9 Prices USD 650M Convertible Notes Offering

Five9, Inc. (NASDAQ: FIVN), a provider of the intelligent cloud contact center, has announced the pricing of USD 650 million aggregate principal amount of 0.500% convertible senior notes due 2025 (the “notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 (the “Act”), the company said.

Five9 also granted the initial purchasers of the notes a 13-day option to purchase up to an additional USD 97.5 million aggregate principal amount of the notes.

The sale of the notes to the initial purchasers is expected to settle on May 27, 2020, subject to customary closing conditions, and is expected to result in approximately USD 633.8 million in net proceeds to Five9 after deducting the initial purchasers´ discount and estimated offering expenses payable by Five9 (assuming no exercise of the initial purchasers´ option).

The notes will be senior, unsecured obligations of Five9, and interest will be payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2020. The notes will mature on June 1, 2025, unless earlier converted, redeemed or repurchased. Five9 may not redeem the notes prior to June 6, 2023; on or after June 6, 2023 and prior to March 1, 2025, Five9 may redeem the notes, at its option and subject to certain conditions, as detailed below.

Five9 expects to (i) use approximately USD 181.0 million of the net proceeds of the offering of the notes and (ii) issue an aggregate of 2,723,582 shares of Five9´s common stock to repurchase or exchange USD 181.0 million aggregate principal amount of its outstanding 0.125% convertible senior notes due 2023 (the “2023 notes”) (such transactions, the “note repurchases”). Five9 also expects to use approximately USD 78.7 million of the net proceeds of the offering of the notes to pay the cost of the capped call transactions described below. The remainder of the net proceeds from the offering would be used for working capital and other general corporate purposes.

Five9 is a provider of cloud contact center software for the intelligent contact center space, bringing the power of cloud innovation to customers and facilitating more than six billion call minutes annually. Five9 provides end-to-end solutions with omnichannel routing, analytics, WFO and AI to increase agent productivity and deliver tangible business results. The Five9 Genius platform is reliable, secure, compliant and scalable; designed to create exceptional personalized customer experiences.