Guidewire Software, Inc. (NYSE:GWRE) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
Underwritten Public Offering of Common Stock
On March8, 2018, Guidewire Software,Inc. (the “Company”) entered into an underwriting agreement (the “Common Stock Underwriting Agreement”) with Goldman, Sachs& Co. LLC, J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as representatives of the underwriters (the “Underwriters”) to issue and sell 2,285,714 shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company in a public offering to a Registration Statement on Form S-3 (File No.333-223487) (the “Registration Statement”) and a related prospectus, including the related prospectus supplement, filed with the Securities and Exchange Commission (the “Common Stock Offering”). In addition, the Company granted the Underwriters an option to purchase, for a period of 30 calendar days from March8, 2018, up to an additional 342,857 shares of Common Stock solely to cover over-allotments. to the Underwriting Agreement, the Underwriters have agreed to purchase the shares of common stock from the Company at a price of $84.21875 per share. The Company estimates that the net proceeds from the Common Stock Offering will be approximately $191.8million, or approximately $220.7 million if the Underwriters exercise in full their option to purchase the additional shares of Common Stock, after deducting underwriting discounts and estimated offering expenses. All of the shares in the offering are being sold by the Company. The Common Stock Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Underwritten Public Offering of 1.250% Convertible Senior Notes due 2025
On March8, 2018, the Company entered into an underwriting agreement (the “Note Underwriting Agreement”) with the Underwriters to issue and sell $360.0million aggregate principal amount of 1.250% Convertible Senior Notes due 2025 (the “Notes”) in a public offering to the Registration Statement and a related prospectus, including the related prospectus supplement, filed with the Securities and Exchange Commission (the “Note Offering”). In addition, the Company granted the Underwriters an option to purchase, for a period of 30 calendar days from March8, 2018, up to an additional $40million aggregate principal amount of Notes solely to cover over-allotments. The Company estimates that the net proceeds from the Note Offering will be approximately $348.5million, or approximately $387.3million if the Underwriters exercise in full their option to purchase the additional Notes, after deducting underwriting discounts and estimated offering expenses. The Note Underwriting Agreement is filed as Exhibit 1.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The Notes will be issued to a supplemental indenture to be entered into supplementing the Indenture, anticipated to be dated March13, 2018, by and between the Company and U.S. Bank National Association, as trustee.
The Common Stock Offering and the Notes Offering are expected to close on or about March13, 2018, subject to customary closing conditions. In connection with these offerings, the legal opinions as to the legality of the Common Stock and the Notes sold are being filed as Exhibit 5.1 and Exhibit 5.2 to this Current Report on Form 8-K and are incorporated herein and into the Registration Statement by reference.
Item 1.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description |
| 1.1 | Common Stock Underwriting Agreement, dated as of March8, 2018, by and among Guidewire Software,Inc., Goldman, Sachs & Co. LLC, J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as representatives of the underwriters. |
| 1.2 | Note Underwriting Agreement, dated as of March8, 2018, by and among Guidewire Software,Inc., Goldman, Sachs & Co. LLC, Citigroup Global Markets Inc., and J.P. Morgan Securities LLC, as representatives of the underwriters. |
| 5.1 | Opinion of Goodwin Procter LLP |
| 5.2 | Opinion of Goodwin Procter LLP |
| 23.1 | Consent of Goodwin Procter LLP (contained in Exhibit 5.1) |
| 23.2 | Consent of Goodwin Procter LLP (contained in Exhibit 5.2) |
Guidewire Software, Inc. ExhibitEX-1.1 2 d536196dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 Guidewire Software,…To view the full exhibit click here
About Guidewire Software, Inc. (NYSE:GWRE)
Guidewire Software, Inc. is a provider of software products for property and casualty (P&C) insurers. The Company’s software serves as a technology platform for P&C insurance carriers. The Company’s InsurancePlatform consists of three elements: core transaction processing, data management and analytics, and digital engagement. The Company sells its products to a range of global P&C insurance carriers ranging from global insurers to national carriers to regional carriers. The Company’s core transaction processing includes Guidewire InsuranceSuite, Guidewire PolicyCenter, Guidewire ClaimCenter, Guidewire BillingCenter and InsuranceSuite Add-on Modules. The Company’s data management and analytics includes Guidewire DataHub, Guidewire InfoCenter, Guidewire Live and Guidewire Predictive Analytics. The Company’s digital engagement includes Guidewire Digital Portals.