CrowdStrike Announces Proposed Public Offering of $750 Million of Senior Unsecured Notes

Rhea-AI Summary

CrowdStrike (Nasdaq: CRWD) plans to offer $750 million in senior notes due 2029, registered under the Securities Act of 1933. The offering will be backed by a subsidiary and will rank equally with existing senior debt. Proceeds are intended for general corporate purposes, including acquisitions and capital expenditures. The offering is managed by J.P. Morgan, Barclays, BofA Securities, Citigroup, and Goldman Sachs as lead bookrunners. The offering will only be made via a prospectus supplement and registration statement filed with the SEC.

Positive

• Offering $750 million in senior notes may provide liquidity for acquisitions and growth.
• Proceeds intended for general corporate purposes could enhance operational capabilities.

Negative

• The offering could lead to shareholder dilution if not managed properly.
• Market conditions affecting investor demand may impact the success of the offering.

CrowdStrike Holdings, Inc. (Nasdaq: CRWD), a leader in cloud-delivered endpoint and workload protection, today announced that it intends to offer, subject to market and other conditions, $750 million in aggregate principal amount of its senior notes due 2029 (the “notes”) in a transaction registered under the Securities Act of 1933, as amended. The offering will be made only by means of a prospectus supplement and the accompanying prospectus under CrowdStrike’s effective shelf registration statement.

The notes will be guaranteed by one of CrowdStrike’s subsidiaries, CrowdStrike, Inc., as of the closing date, and thereafter will be guaranteed by any of CrowdStrike’s domestic subsidiaries that become borrowers or guarantors under its senior secured revolving credit facility. The notes and the guarantee will be CrowdStrike’s and the guarantor’s general unsecured senior obligations and will rank equal in right of payment to all of its existing and future senior indebtedness. The interest rate, offering price and other terms of the notes, will be determined by CrowdStrike and the underwriters of the offering.

CrowdStrike intends to use the net proceeds of the offering for general corporate purposes, which may include, among other things, acquisitions, capital expenditures and working capital.

J.P. Morgan, Barclays, BofA Securities, Citigroup and Goldman Sachs & Co. LLC are acting as lead bookrunners for the offering. Credit Suisse, HSBC, Mizuho Securities, SVB Leerink, Truist Securities and Wells Fargo Securities are acting as joint bookrunners for the offering. The offering is being made under an automatic shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”) on January 11, 2021.

CrowdStrike has filed a registration statement (including a preliminary prospectus supplement and accompanying prospectus) with the SEC for the offering to which this communication relates. The offering may be made only by means of the prospectus supplement relating to such offering and the accompanying prospectus. Before you invest, you should read the registration statement (including the preliminary prospectus supplement and accompanying prospectus) for more complete information about CrowdStrike and the offering. You may get the preliminary prospectus supplement and accompanying prospectus for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and accompanying prospectus relating to the offering may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, Attn: Prospectus Department, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone: 1-866-803-9204; Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (866) 603-5847 or by e-mail at Barclaysprospectus@broadridge.com; BofA Securities, Inc., NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, Attn: Prospectus Department, or by email at dg.prospectus_requests@bofa.com; Citigroup Global Markets Inc. c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 1-800-831-9146 or email: prospectus@citi.com and Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing Prospectus-ny@ny.email.gs.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Forward-Looking Statements

This press release contains forward-looking statements that are based on CrowdStrike management’s current expectations. Such statements include plans, projections and estimates regarding the offering and the receipt and use of the net proceeds from the offering. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including investor demand, market conditions, customary closing conditions and other factors. In particular, there can be no assurance that CrowdStrike will complete the offering. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. More information about potential risk factors that could affect CrowdStrike and its results is included in CrowdStrike’s filings with the SEC. CrowdStrike does not assume any obligation to update the forward-looking information contained in this press release.

About CrowdStrike

CrowdStrike provides cloud-delivered endpoint and cloud workload protection. Leveraging artificial intelligence (AI), the CrowdStrike Falcon® platform protects customers against cyberattacks on endpoints and workloads on or off the network by offering visibility and protection across the enterprise.

© 2021 CrowdStrike, Inc. All rights reserved. CrowdStrike and CrowdStrike Falcon® are among the trademarks of CrowdStrike, Inc.

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FAQ

What is CrowdStrike's recent senior notes offering amount and maturity?

CrowdStrike announced a $750 million offering of senior notes due 2029.

How will CrowdStrike use the proceeds from the senior notes offering?

The proceeds are intended for general corporate purposes, including acquisitions and capital expenditures.

Who are the lead bookrunners for CrowdStrike's senior notes offering?

The lead bookrunners include J.P. Morgan, Barclays, BofA Securities, Citigroup, and Goldman Sachs.

Is the offering of senior notes by CrowdStrike registered?

Yes, the offering is registered under the Securities Act of 1933.