Press Release January 19, 2021

Goodwin Represents Initial Purchasers and Dealers on Box, Inc.’s Upsized $345 Million 0% Convertible Senior Notes and Capped Call

The Capital Markets and Technology teams advised the initial purchasers on Box, Inc.’s Rule 144A offering of 0% Convertible Senior Notes due 2026. The offering launched at $300 million, but was upsized to $315 million, plus the full exercise of the initial purchasers’ option to purchase additional notes. The initial conversion price of the notes feature a premium of 45% up from the reference price of approximately $17.79 per share. In connection with the offering, Box, Inc. and certain investment bank dealers entered into capped call transactions, which mitigates equity dilution and/or offsets payments due upon conversion of the notes and effectively raises the conversion price of the notes to approximately $35.58 per share, a 100% premium over the reference price.

Box Inc. (NYSE: BOX) provides a leading cloud content management platform that enables organizations of all sizes to securely manage cloud content while allowing easy, secure access and sharing of this content from anywhere, on any device.

Goodwin’s product team consisted of Jim Barri, John Servidio, and Kim de Glossop. Goodwin’s corporate team consisted of Bradley Weber, Erica Kassman, and Andrianna Frinzi. Alexander Plaum provided tax advice.

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