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11.18.24
Wilson Sonsini Advises Upstart in Private Offering of $500 Million of Convertible Senior Notes
On November 15, 2024, Upstart Holdings, Inc. completed an offering of $500 million aggregate principal amount of 1.00% convertible senior notes due 2030 in a private transaction. The offering amount included the exercise in full of the option that Upstart had granted to the initial purchasers to purchase up to an additional $75 million of notes.
Client Highlights
9.23.24
Wilson Sonsini Advises Box on $460 Million Convertible Senior Notes Offering
On September 20, 2024, Box, Inc., a leading intelligent content cloud, completed an offering of $460 million aggregate principal amount of 1.5% convertible senior notes due 2029 in a private placement. The offering amount included the exercise in full of the option that Box had granted to the initial purchasers to purchase up to an additional $60 million of notes. In connection with the offering, Box entered into privately negotiated capped call transactions with certain of the initial purchasers or their respective affiliates and other financial institutions. Wilson Sonsini Goodrich & Rosati advised Box on the transaction.
Client Highlights
9.23.24
Wilson Sonsini Advises Upstart on Private Offering of $431.25 Million of Convertible Senior Notes
On September 19, 2024, Upstart Holdings, Inc. completed an upsized offering of $431.25 million aggregate principal amount of convertible senior notes due 2029 in a private transaction. The offering amount included the exercise in full of the option that Upstart had granted to the initial purchasers to purchase up to an additional $56.25 million of notes. In connection with the offering, Upstart entered into privately negotiated capped call transactions with certain of the initial purchasers or their respective affiliates and other financial institutions.
Client Highlights
8.02.24
Wilson Sonsini Advises Netflix on $1.8 Billion Senior Unsecured Notes
On August 1, 2024, Netflix, Inc. completed its inaugural investment grade issuance of $1 billion of 4.90% senior unsecured notes due 2034 and $800 million of 5.40% senior unsecured notes due 2054 in an underwritten public offering.
Client Highlights
6.05.24
Wilson Sonsini Advises BlackLine on Private Offering of $675 Million Convertible Senior Notes
On May 24, 2024, BlackLine, a leading provider of cloud software that automates and controls financial close and accounting processes, announced an upsized convertible senior note private offering of $600 million due 2029. On June 4, 2024, the initial purchasers of the notes exercised their option to purchase an additional $75 million of the convertible senior notes. Wilson Sonsini Goodrich & Rosati represented BlackLine on the transaction.
Client Highlights
5.14.24
Wilson Sonsini Advises DoorDash on $800 Million Credit Facility
On May 1, 2024, DoorDash announced that the company entered into an amendment agreement pursuant to which its existing revolving credit and guaranty agreement was amended and restated in its entirety to provide for an increase in the existing unsecured revolving loan facility from $400 million to an aggregate principal amount of up to $800 million, with an increase to the letter of credit sublimit from $200 million to $600 million. The amendment agreement also extended the maturity date for the revolving credit facility from August 7, 2025, to April 26, 2029. The proceeds of revolving loans made under the restated credit agreement may be used for working capital and general corporate purposes.
Alerts
3.25.24
Revenue Purchase or Predatory Loan? New York Attorney General Targets Merchant Cash Advance Providers
On March 5, 2024, the New York Attorney General (AG) Letitia James sued Yellowstone Capital LLC (Yellowstone) and various affiliates, accusing them of running a predatory lending operation by disguising the loans as purchases of merchants’ future revenues.
Client Highlights
3.01.24
Wilson Sonsini Advises Lyft on Private Offering of $460 Million Convertible Senior Notes
On February 27, 2024, Lyft, a leading rideshare company, closed its convertible senior note private offering of $460 million aggregate principal amount due 2029, which included the full exercise by the initial purchasers of their overallotment option to purchase an additional $60 million of notes. Wilson Sonsini Goodrich & Rosati represented Lyft on the transaction.
Newsletters
2.22.24
2023 Technology and Life Sciences PIPE and RDO Report
Wilson Sonsini’s 2023 Technology and Life Sciences PIPE and RDO Report presents analysis related to 177 private investments in public equity (PIPEs) and registered direct offerings (RDOs) by U.S.-based technology and life sciences companies between January 1 and December 31, 2023. PIPEs and RDOs can be good alternatives to traditional underwritten offerings, particularly during periods of market volatility, because they can be negotiated discreetly and publicly announced after the parties agree to terms.
Client Highlights
1.03.24
Wilson Sonsini Advises ImmunityBio on $320 Million Investment
On January 2, 2024, ImmunityBio, Inc., a clinical-stage immunotherapy company announced an up to $320 million royalty financing and equity investment in the company by Oberland Capital, with $210 million of gross proceeds received at closing on December 29, 2023. The additional capital provides significant financial resources for ImmunityBio to accelerate its commercialization efforts in anticipation of a potential regulatory approval, as well as to expand its pipeline within the broader urological cancer space. The proceeds will also be used to fund ongoing business operations and clinical trials expanding N-803 (Anktiva®) indications into multiple solid tumors. Wilson Sonsini Goodrich & Rosati represented ImmunityBio in the transaction.
Client Highlights
1.03.24
Wilson Sonsini Advises On.Energy on $40 Million Financing
On December 20, 2023, On.Energy, an end-to-end integrator of battery energy storage and Independent Power Producer (IPP), announced it has closed both construction facility totaling more than $40 million and permanent debt facilities for an 80 megawatt-hour (MWh) portfolio in Texas (the Palo Verde Projects) with financing provided by Live Oak Bank. Wilson Sonsini Goodrich and Rosati represented On.Energy on the transaction.
The project also integrates an investment tax credit (ITC) transfer—among the first of its kind for merchant battery storage projects. The portfolio includes both greenfield development sites as well as projects acquired through M&A in mid-2023. The company continues to advance a pipeline of over 1GWh of utility-scale energy storage systems across ERCOT, CAISO, and beyond, with a follow-on portfolio of projects of 160MWh expected to begin operation by Q3 2025.
The project also integrates an investment tax credit (ITC) transfer—among the first of its kind for merchant battery storage projects. The portfolio includes both greenfield development sites as well as projects acquired through M&A in mid-2023. The company continues to advance a pipeline of over 1GWh of utility-scale energy storage systems across ERCOT, CAISO, and beyond, with a follow-on portfolio of projects of 160MWh expected to begin operation by Q3 2025.
Client Highlights
11.02.23
Firm Advises Sunrun on over $1 Billion in Non-Recourse Financings in Third Quarter of 2023, including Record-Setting Securitization
On September 26, 2023, Sunrun, the nation’s leading home solar, battery storage, and energy services company, completed its latest asset-backed securitization of solar leases and power purchase agreements. The securitization consists of $715 million in A- rated Class A-1 and Class A-2 notes and $80 million in BB+ rated Class B notes for an aggregate $795 million initial balance. The notes are secured by tax-equity and wholly-owned funds of rooftop solar and energy storage systems distributed across various states and utility service territories. Deutsche Bank acted as the sole structuring agent and served as joint bookrunner along with ATLAS SP Securities, BofA Securities, and MUFG Securities Americas, with Credit Agricole Securities, Citigroup Global Markets, ING Financial Markets, J.P. Morgan Securities LLC, SG Americas Securities, TD Securities, and Truist Securities as co-managers for the securitization. The $440 million Class A-1 notes were publicly marketed and the $275 million Class A-2 notes were privately placed. At closing, the asset-backed securitization was both the largest ever in Sunrun’s history and across the entire residential solar industry. Combined with a senior portfolio term-out financing closed in July 2023, the Class A-1 and Class A-2 notes collectively represent over $1 billion of senior term debt financing raised by Sunrun in the third fiscal quarter of 2023.