The 2026 Notes will mature on Maand the 2028 Notes will mature on March 1, 2028, in each case unless earlier converted, redeemed or repurchased.ĭropbox intends to use approximately $58.6 million of the net proceeds of the offering of the Notes to pay the cost of the convertible note hedge transactions described below, after such cost is partially offset by the proceeds of the warrant transactions described below, approximately $200 million of the net proceeds from this offering to repurchase shares of Dropbox’s Class A common stock (“Class A common stock”) at yesterday’s closing price of $23.18 per share from institutional investors through one of the initial purchasers or their affiliates, as Dropbox’s agent, concurrently with the pricing of this offering, and to use the remaining proceeds of the offering for general corporate purposes, including repurchases of its Class A common stock. The Notes will not bear interest and the principal of each series of Notes will not accrete. The 2026 Notes and the 2028 Notes are each referred to herein as a series of notes. The Notes will be senior, unsecured obligations of Dropbox.

The sale of the Notes to the initial purchasers is expected to settle on February 26, 2021, subject to customary closing conditions, and is expected to result in approximately $1,286 million in net proceeds to Dropbox (or approximately $1,414 million if the initial purchasers exercise their option to purchase additional notes in full) after deducting the initial purchasers’ discount and estimated offering expenses payable by Dropbox. Dropbox also granted the initial purchasers of the Notes a 13-day option to purchase up to an additional $65,300,000 aggregate principal amount of 2026 Notes and up to an additional $65,300,000 aggregate principal amount of 2028 Notes.

The aggregate principal amount of the offering was increased from the previously announced offering size of $1.135 billion. (“ Dropbox”) (NASDAQ: DBX) today announced the pricing of $653,000,000 aggregate principal amount of convertible senior notes due 2026 (the “2026 Notes”) and $653,000,000 aggregate principal amount of convertible senior notes due 2028 (the “2028 Notes” and, together with the 2026 Notes, the “Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”).

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