Workday, Inc. (NYSE:WDAY) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
| (3) | failure by Workday to comply with its obligation to convert the Notes in accordance with the Indenture upon the exercise of a holder’s conversion right, and such failure continues for five business days; |
| (4) | failure by Workday to give a fundamental change notice or a notice of a specified corporate transaction at the time and in the manner provided in the Indenture; |
| (5) | failure by Workday to comply with its obligations under the Indenture with respect to consolidation, merger and sale of assets of Workday; |
| (6) | failure by Workday to comply with any of its agreements under the Notes or the Indenture (other than a covenant or agreement in respect of which a default or breach is specifically addressed in Clauses (1)through (5)above) and such breach continues for a period of 60 days after written notice of such failure is delivered to Workday by the trustee or by holders of 25% or more in aggregate principal amount of the Notes then outstanding; |
| (7) | an event of default by Workday or any of its subsidiaries as defined under any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed in excess of $35,000,000 of Workday and/or any such subsidiary, and such default |
| (i) | results in such indebtedness becoming due and payable, or |
| (ii) | constitutes a failure to pay when due (at express maturity, upon acceleration as a result of an event of default or otherwise) the principal or interest of any such indebtedness, if such default or acceleration is not cured, waived or rescinded, as applicable, within 30 days after written notice of such failure to Workday by the trustee or holders of 25% or more in aggregate principal amount of the Notes then outstanding; |
| (8) | a final judgment for payment of $35,000,000 or more is rendered against Workday or any of its subsidiaries, and such judgment is not discharged or stayed within 60 days after the right to appeal thereof has expired or the date that all rights to appeal have been extinguished; |
| (9) | certain events of bankruptcy, insolvency or reorganization of Workday or any of its significant subsidiaries occurs. |
| • | upon the occurrence of specified corporate events. |
A copy of the Indenture is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The description of the Notes contained in this Form 8-K is qualified in its entirety by reference to the Indenture.
Convertible Note Hedge Transactions
On each of September12, 2017, concurrently with the pricing of the Notes, and September13, 2017, concurrently with the Representatives’ exercise of the option to purchase additional Notes, Workday entered into convertible note hedge transactions with respect to its ClassA Common Stock (the “Purchased Options”) with each of Morgan Stanley& Co. International plc, Bank of America, N.A., Citibank, N.A. and Deutsche Bank AG, London Branch (collectively, the “Counterparties”). The Purchased Options cover, subject to anti-dilution adjustments substantially identical to those in the Notes, approximately 7.8million shares of ClassA Common Stock and are exercisable upon conversion of the Notes. The Purchased Options have an initial strike price that corresponds to the initial conversion price of the Notes, subject to anti-dilution adjustments substantially similar to those in the Notes. The Purchased Options will expire upon the maturity of the Notes, if not earlier exercised. The form of confirmation for the Purchased Options is attached hereto as Exhibits99.1 and is incorporated herein by reference. The Purchased Options are intended to reduce potential dilution to the ClassA Common Stock upon any conversion of the Notes, in the event that the market value per share of the ClassA Common Stock, as measured under the Notes, at the time of exercise is greater than the conversion price of the Notes. The Purchased Options are separate transactions, entered into by Workday with the Counterparties, and are not part of the terms of the Notes. Holders of the Notes will not have any rights with respect to the Purchased Options.
Workday used approximately $94.7million of the net proceeds from the offering of the Notes to pay the cost of the Purchased Options (after such cost was partially offset by the proceeds to Workday of the Warrants (as defined below)).
Warrant Transactions
Separately from the Purchased Options, on each of September12, 2017, concurrently with the pricing of the Notes, and September13, 2017, concurrently with the Representatives’ exercise of the option to purchase additional Notes, Workday entered into warrant transactions to sell to the Counterparties warrants (the “Warrants”) to acquire, subject to anti-dilution adjustments, up to approximately 7.8million shares of ClassA Common Stock at a strike price of $213.96 per share. Workday offered and sold the Warrants in reliance on the exemption from registration provided by Section4(a)(2) of the Securities Act. Neither the Warrants nor the underlying shares of ClassA Common Stock issuable upon conversion of the Warrants have been registered under the Securities Act and neither may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The form of confirmation for the Warrants is attached hereto as Exhibit99.2 and is incorporated herein by reference. If the market value per share of ClassA Common Stock exceeds the applicable strike price of the Warrants, the Warrants will have a dilutive effect on Workday’s earnings per share. The Warrants are separate transactions, entered into by Workday with the Counterparties, and are not part of the terms of the Notes. Holders of the Notes will not have any rights with respect to the Warrants. The Warrants will expire in 2023.
Item 1.01 Financial Statements and Exhibits.
Workday, Inc. ExhibitEX-4.1 2 d458726dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 WORKDAY,…To view the full exhibit click here
About Workday, Inc. (NYSE:WDAY)
Workday, Inc. is a provider of enterprise cloud applications for finance and human resources. The Company delivers financial management, human capital management and analytics applications designed for various companies, educational institutions and government agencies. It operates in the cloud applications segment. As part of its applications, the Company provides embedded analytics that capture the content and context of everyday business events, facilitating informed decision-making from wherever users are working. Its applications include Workday Financial Management, Workday Human Capital Management (HCM) and Workday Insight Applications. It also provides open, standards-based Web-services application programming interfaces, and pre-built packaged integrations and connectors. Workday Financial Management provides the finance functions of general ledger, global accounting, accounts payable, accounts receivable and cash management and asset management, among others.
