Guidewire prices upsized $600M convertible senior note offering

Guidewire announced the pricing of its offering of $600.0 million aggregate principal amount of 1.25% convertible senior notes due 2029 in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The offering size was increased from the previously announced offering size of $500.0 million aggregate principal amount of notes. The notes will be senior, unsecured obligations of Guidewire and will accrue interest at a rate of 1.25% per annum, payable semi-annually in arrears on May 1 and November 1 of each year, beginning on May 1, 2025. The notes will mature on November 1, 2029, unless earlier repurchased, redeemed or converted. Before August 1, 2029, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and after August 1, 2029, noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Guidewire will settle conversions in cash or a combination of cash and shares of its common stock, at Guidewire’s election. The initial conversion rate is 4.0875 shares of common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $244.65 per share of common stock. The initial conversion price represents a premium of approximately 30% over the last reported sale price of $188.19 per share of Guidewire’s common stock on October 15, 2024. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.