Varonis Systems, Inc. Announces Proposed Offering of $350 Million of Convertible Senior Notes

Core Viewpoint - Varonis Systems, Inc. plans to offer $350 million in Convertible Senior Notes due 2029, with an option for initial purchasers to buy an additional $52.5 million, subject to market conditions [1][4]. Group 1: Offering Details - The Notes will be unsecured senior obligations maturing on September 15, 2029, with interest payable semiannually starting March 15, 2025 [2]. - Holders can convert the Notes under specific circumstances before March 15, 2029, and the Company may settle conversions in cash, shares, or a combination [3]. - The Company will not redeem the Notes before September 20, 2027, but may do so thereafter under certain conditions [3]. Group 2: Use of Proceeds - The net proceeds from the offering will be used for working capital, general corporate purposes, research and development, and potential acquisitions, although no material agreements are currently in place [4]. Group 3: Capped Call Transactions - The Company plans to enter into capped call transactions to reduce potential dilution of its common stock upon conversion of the Notes [5]. - Initial hedging activities related to the capped call transactions may influence the market price of the Company's common stock and the Notes [6][8]. Group 4: Regulatory and Market Considerations - The Notes will be offered only to qualified institutional buyers under Rule 144A of the Securities Act, and they have not been registered under the Securities Act [9]. - The press release clarifies that it is not an offer to sell or a solicitation to buy the Notes or shares of common stock [10]. Group 5: Company Overview - Varonis is a leader in data security, focusing on discovering and classifying critical data, removing exposures, and detecting advanced threats using AI-powered automation [12]. - The Company serves thousands of organizations globally, automating various security outcomes across different environments [13].