OneStream Announces Full Exercise of Underwriters' Option to Purchase Additional Shares in Secondary Offering of Class A Common Stock

Rhea-AI Summary

OneStream (Nasdaq: OS) announced that underwriters have fully exercised their option to purchase an additional 2,250,000 shares of Class A common stock at $31.00 per share, following the previously announced offering of 15,000,000 shares. Of these additional shares, 1,351,043 were sold by selling stockholders, while 898,957 were sold by OneStream as part of a non-dilutive synthetic secondary transaction. The company used all net proceeds to purchase units from KKR Dream Holdings , resulting in no change to the total number of outstanding shares and units.

Positive

• Successfully completed additional share offering at $31.00 per share
• Full exercise of underwriters' option indicates strong market demand

Negative

• Company received no retained proceeds from the offering
• Existing shareholders experienced potential dilution from additional shares sold

Insights

Financial Analyst

The full exercise of the underwriters' option represents a significant market validation for OneStream. The additional $69.75 million worth of shares (2.25M at $31.00) demonstrates strong institutional demand. The transaction's structure as a partial synthetic secondary is noteworthy - while OneStream sold 898,957 shares, they used the proceeds to purchase units from KKR Dream Holdings, effectively keeping the total share count neutral. This sophisticated approach maintains the company's capital structure while providing liquidity for early investors.

The impressive lineup of underwriters, led by Morgan Stanley, J.P. Morgan and KKR, suggests robust institutional backing. The successful completion of both the initial offering and the greenshoe option indicates positive market sentiment toward OneStream's business model and growth prospects. However, investors should note that the company isn't retaining any proceeds for operational growth, as this is purely a liquidity event for existing shareholders.

BIRMINGHAM, Mich., Nov. 27, 2024 /PRNewswire/ -- OneStream, Inc. ("OneStream") (Nasdaq: OS) announced today that in connection with the previously announced underwritten public offering of 15,000,000 shares of its Class A common stock, which closed on November 18, 2024, the underwriters have exercised in full their option to purchase an additional 2,250,000 shares of Class A common stock at the public offering price of $31.00 per share, less underwriting discounts and commissions. Of the additional shares, 1,351,043 shares were sold by selling stockholders and 898,957 shares were sold by OneStream as part of a non-dilutive "synthetic secondary" transaction (the "Synthetic Secondary").

OneStream did not receive any proceeds from the sale of shares by the selling stockholders in the public offering. OneStream used all of the net proceeds to it from the public offering to purchase LLC units of OneStream Software LLC (and purchase and cancel an equal number of shares of Class C common stock) from KKR Dream Holdings LLC in the Synthetic Secondary, at a purchase price per unit equal to the public offering price per share of Class A common stock sold in the public offering, net of underwriting discounts and commissions. Accordingly, OneStream did not retain any proceeds from the public offering and, upon the closing of the public offering and the Synthetic Secondary, the total number of outstanding shares of common stock of OneStream and LLC units of OneStream Software LLC remained the same.

Morgan Stanley, J.P. Morgan and KKR acted as lead book-running managers for the offering. Citigroup, BofA Securities and Guggenheim Securities acted as book-running managers and Mizuho, Raymond James, Scotiabank, Truist Securities, BTIG, Piper Sandler, TD Cowen and Wolfe | Nomura Alliance acted as additional book-running managers for the offering. Amerivet Securities, Blaylock Van, LLC, Cabrera Capital Markets LLC, Drexel Hamilton and Loop Capital Markets acted as co-managers for the offering.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission and was declared effective on November 14, 2024. The offering was made only by means of a prospectus. Copies of the prospectus relating to this offering may be obtained from: Morgan Stanley & Co. LLC, Prospectus Department, 180 Varick Street, New York, New York 10014, or email: prospectus@morganstanley.com; and J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or email: prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com.

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

About OneStream

OneStream is how today's Finance teams can go beyond just reporting on the past and Take Finance Further by steering the business to the future. It's the leading enterprise finance platform that unifies financial and operational data, embeds AI for better decisions and productivity, and empowers the CFO to become a critical driver of business strategy and execution.

We deliver a comprehensive cloud-based platform to modernize the Office of the CFO. Our Digital Finance Cloud unifies core financial and broader operational data and processes and embeds AI for better planning and forecasting, with an extensible architecture, so customers can adopt and develop new solutions, achieving greater value as their business needs evolve.

With over 1,500 customers, including 15% of the Fortune 500, more than 250 go-to-market, implementation, and development partners and over 1,400 employees, our vision is to be the operating system for modern finance.

Disclaimer

"Wolfe | Nomura Alliance" is the marketing name used by Wolfe Research Securities and Nomura Securities International, Inc. in connection with certain equity capital markets activities conducted jointly by the firms. Both Nomura Securities International, Inc. and WR Securities, LLC are serving as underwriters in the offering described herein. In addition, WR Securities, LLC and certain of its affiliates may provide sales support services, investor feedback, investor education, and/or other independent equity research services in connection with this offering.

Investor Relations Contacts

INVESTOR CONTACT

Anne Leschin
VP, Investor Relations and Strategic Finance
OneStream
investors@onestreamsoftware.com

MEDIA CONTACT

Victoria Borges
Media Relations Contact
OneStream
media@onestreamsoftware.com

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SOURCE OneStream, Inc.

FAQ

How many additional shares did OneStream (OS) sell in the underwriters' option exercise?

OneStream sold an additional 2,250,000 shares of Class A common stock at $31.00 per share.

What was the price per share for OneStream's (OS) additional share offering in November 2024?

The additional shares were sold at $31.00 per share, less underwriting discounts and commissions.

Did OneStream (OS) retain any proceeds from the November 2024 secondary offering?

No, OneStream did not retain any proceeds as they were used to purchase units from KKR Dream Holdings