NEW YORK, Jan. 8, 2020 /PRNewswire/ — MongoDB, Inc. (“MongoDB”) (Nasdaq: MDB), the arch modern, accepted purpose database platform, today appear that it intends to offer, accountable to bazaar altitude and added factors, $750.0 actor accumulated arch bulk of convertible chief addendum due 2026 (the “notes”) in a clandestine adjustment to bodies analytic believed to be able institutional buyers pursuant to Rule 144A beneath the Balance Act of 1933, as adapted (the “Securities Act”). MongoDB additionally intends to admission the antecedent purchasers of the addendum a 13-day advantage to acquirement up to an added $112.5 actor accumulated arch bulk of notes.
The addendum will be accepted apart obligations of MongoDB and will accumulate absorption payable semiannually in arrears. The addendum will be convertible beneath assertive affairs into cash, shares of MongoDB’s Class A accepted banal or a accumulated of banknote and shares of MongoDB’s Class A accepted stock, at MongoDB’s election. The absorption rate, antecedent about-face rate, repurchase or accretion rights and added agreement of the addendum will be bent at the time of appraisement of the offering.
MongoDB intends to use a allocation of the net gain from the alms to pay the bulk of the capped alarm affairs declared below, and to repurchase for banknote up to about $240.0 actor of the accumulated arch bulk of MongoDB’s absolute 0.75% Convertible Chief Addendum due 2024 (the “2024 notes”) through alone abreast adjourned affairs accordingly with the alms of the notes. MongoDB intends to use the butt of the net gain for alive basic and added accepted accumulated purposes.
The agreement of any repurchases of the 2024 addendum will depend on assorted factors, including the bazaar amount of MongoDB’s Class A accepted banal and the trading amount of the 2024 addendum at the time of such repurchase. MongoDB expects that holders of 2024 addendum that advertise their 2024 addendum as declared aloft may access into or disentangle assorted derivatives with account to MongoDB’s Class A accepted banal (including entering into derivatives with one or added of the antecedent purchasers in the alms or their corresponding affiliates) and/or acquirement or advertise shares of MongoDB’s Class A accepted banal accordingly with or anon afterwards the appraisement of the notes.
The repurchases of the 2024 addendum and the abeyant accompanying bazaar activities by affairs holders of the 2024 addendum (such as purchases of shares of MongoDB’s Class A accepted banal that MongoDB expects to action in affiliation with the repurchase of the 2024 notes) could access (or abate the admeasurement of any abatement in) the bazaar amount of MongoDB’s Class A accepted banal or the trading amount of the addendum at that time. This action could affect the bazaar amount of MongoDB’s Class A accepted banal accordingly with the appraisement of the notes, and could aftereffect in a college able about-face amount for the notes.
Further, in affiliation with the appraisement of the notes, MongoDB expects to access into abreast adjourned capped alarm affairs with one or added of the antecedent purchasers and/or their corresponding affiliates and/or added banking institutions (the “option counterparties”). The capped alarm affairs cover, accountable to accepted adjustments, the cardinal of shares of MongoDB’s Class A accepted banal that will initially underlie the notes. The capped alarm affairs are accepted about to account the abeyant concoction to MongoDB’s Class A accepted banal aloft any about-face of notes, with such abridgement accountable to a cap. If the antecedent purchasers exercise their advantage to acquirement added notes, MongoDB expects to access into added capped alarm affairs with the advantage counterparties.
In affiliation with establishing their antecedent hedges of the capped alarm transactions, the advantage counterparties or their corresponding affiliates may access into assorted acquired affairs with account to MongoDB’s Class A accepted banal accordingly with or anon afterwards the appraisement of the notes. This action could access (or abate the admeasurement of any abatement in) the bazaar amount of MongoDB’s Class A accepted banal or the trading amount of the addendum at that time.
In addition, the advantage counterparties or their corresponding affiliates may adapt their barrier positions by entering into or unwinding assorted derivatives with account to MongoDB’s Class A accepted banal and/or purchasing or affairs MongoDB’s Class A accepted banal or added balance of MongoDB in accessory bazaar affairs afterward the appraisement of the addendum and above-mentioned to the ability of the addendum (and are acceptable to do so on anniversary exercise date for the capped alarm affairs or afterward any abortion of any allocation of the capped alarm affairs in affiliation with any repurchase, accretion or aboriginal about-face of the notes). This action could additionally account or abstain an access or a abatement in the bazaar amount of MongoDB’s Class A accepted banal or the notes, and to the admeasurement the action occurs during any ascertainment aeon accompanying to a about-face of notes, this could affect the cardinal of shares and amount of the application that a noteholder will accept aloft about-face of its notes.
Neither the notes, nor any shares of MongoDB’s Class A accepted banal issuable aloft about-face of the notes, accept been registered beneath the Balance Act or any accompaniment balance laws, and unless so registered, may not be offered or awash in the United States absent allotment or an applicative absolution from, or in a transaction not accountable to, the allotment requirements of the Balance Act and added applicative balance laws.
This columnist absolution is neither an action to advertise nor a address of an action to buy any securities, nor shall it aggregate an offer, address or auction of the balance in any administration in which such offer, address or auction would be actionable above-mentioned to the allotment or accomplishment beneath the balance laws of any such jurisdiction.
MongoDB is the arch modern, accepted purpose database platform, advised to absolve the ability of software and abstracts for developers and the applications they build. Headquartered in New York, MongoDB has added than 15,900 barter in over 100 countries. The MongoDB database belvedere has been downloaded over 80 actor times and there accept been added than one actor MongoDB University registrations.
Investor Relations Contact:Brian DenyeauICR for [email protected]
Media Relations Contact:Mark WheelerMongoDB866-237-8815 x7186co[email protected]
This columnist absolution contains “forward-looking statements” aural the acceptation of federal balance laws, including statements apropos the proposed agreement of the notes, capped alarm affairs and repurchases of the 2024 notes, the completion, timing and admeasurement of the proposed offering, capped alarm affairs and repurchases of the 2024 notes, and the advancing use of gain from the offering. Advanced statements accommodate all statements independent in this columnist absolution that are not actual facts and such statements are, in some cases, articular by words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “will,” “would” or the abrogating or plural of these words or agnate expressions or variations. Advanced statements are based on the advice currently accessible to us and on assumptions we accept made. Actual after-effects may alter materially from those declared in the advanced statements and are accountable to a array of assumptions, uncertainties, risks and factors that are above our ascendancy including, after limitation: bazaar risks, trends and conditions; and those risks abundant from time-to-time beneath the explanation “Risk Factors” and abroad in our Balance and Exchange Commission filings and reports, including our Quarterly Report on Form 10-Q filed on December 10, 2019, as able-bodied as approaching filings and letters by us. Except as appropriate by law, we undertake no assignment or obligation to amend any advanced statements independent in this absolution as a aftereffect of new information, approaching events, changes in expectations or otherwise.
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