Press Release
November 2, 2023

Goodwin Represents the Initial Purchasers and Dealers on PagerDuty, Inc.’s $402.5 million 1.50% Convertible Senior Notes Offering and Capped Call

The Capital Markets team advised the initial purchasers on PagerDuty, Inc.’s Rule 144A offering of 1.50% Convertible Senior Notes due 2028. The $402.5 million offering included the full exercise of the initial purchasers’ option to purchase $52.5 million in additional notes. The initial conversion price of the notes represents a premium of approximately 27.5% to the last reported sale price of PagerDuty’s common stock on the pricing date (the “reference price”). In connection with the offering, PagerDuty and certain investment bank dealers entered into capped call transactions, which mitigate equity dilution and/or offset payments due upon conversion of the notes, to synthetically increase the conversion price to 100% above the reference price. Additionally, PagerDuty used a portion of the net proceeds from the offering to repurchase $230 million of its 1.25% Convertible Senior Notes due 2025 and approximately $50 million of the net proceeds from the offering to repurchase shares of PagerDuty’s common stock.

PagerDuty, Inc. (NYSE: PD) is a global leader in digital operations management. The PagerDuty Operations Cloud revolutionizes how critical work gets done, and powers the agility that drives digital transformation. Customers rely on the PagerDuty Operations Cloud to compress costs, accelerate productivity, win revenue, sustain seamless digital experiences, and earn customer trust.

Goodwin’s product team consisted of Jim Barri, John Servidio, Patrick Wilson, Adam Fovent and Sydney Diamond. The corporate and securities team consisted of Kim de Glossop, Tiffany Williamson, Sne Sadhu, Nikki Miller and Thomas Jung. The regulatory and specialist teams consisted of Justin Pierce, Alexander Vivona, Kevin Lam, Brittany Fayette, Jinny Kim, Jackie Klosek and Gabe Maldoff. Dan Karelitz and Nicole Brock provided tax advice.

For more information, please see PagerDuty’s pricing press release for the offering.