Press Release March 17, 2021

Capital Markets Team Represents Initial Purchasers And Dealers On Everbridge, Inc.’s $375 Million 0% Convertible Senior Notes And Capped Call

The Capital Markets team advised the initial purchasers on Everbridge, Inc.’s (Nasdaq: EVBG) Rule 144A offering of $375 million principal amount of its 0% Convertible Senior Notes due 2026 (the “Notes”), including the exercise in full by the initial purchasers of their option to purchase up to an additional $50 million aggregate principal amount of the Notes. The initial conversion price of the Notes features a premium of approximately 40% up from the reference price of $129.07 per share. In connection with the offering, Everbridge, Inc. and certain investment bank dealers entered into capped call transactions, which mitigate equity dilution and/or offset payments due upon conversion of the Notes and effectively raise the conversion price of the Notes to approximately $258.14 per share, a 100% premium over the reference price. Additionally, Goodwin advised the exchange agent on the repurchase of approximately $58.6 million aggregate principal amount of Everbridge’s outstanding 1.50% Convertible Senior Notes due 2022 in a privately negotiated transaction executed concurrently with the pricing of the Notes.

Everbridge Inc. is a global software company that provides enterprise software applications that automate and accelerate organizations’ operational response to critical events in order to Keep People Safe and Businesses Running.™

Goodwin’s Technology team consisted of Ken Gordon, Michael Minahan, and Ryan Donahue. Goodwin’s Debt Capital Markets team consisted of Jim Barri, John Servidio, Yana Shneyderman, Benjamin Drai, and Patrick Wilson. Daniel Karelitz and Garrett Gaughan provided tax advice.

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