SAN FRANCISCO — Feb. 23, 2018 — Okta, Inc. (“Okta”) (NASDAQ:OKTA) today announced the pricing of $300 million aggregate principal amount of Convertible Senior Notes due 2023 (the “notes”) in a private offering (the “offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Okta also granted the initial purchasers of the notes a 13-day option to purchase up to an additional $45 million aggregate principal amount of the notes. The sale of the notes to the initial purchasers is expected to settle on February 27, 2018, subject to customary closing conditions, and is expected to result in approximately $290.0 million in net proceeds to Okta after deducting the initial purchasers’ discount and estimated offering expenses payable by Okta (assuming no exercise of the initial purchasers’ option to purchase additional notes).
The notes will be senior, unsecured obligations of Okta. The notes will bear interest at a rate of 0.25% per year. Interest will be payable semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2018. The notes will mature on February 15, 2023, unless earlier repurchased or converted. Okta may not redeem the notes prior to their maturity. Holders of the notes will have the right to require Okta to repurchase all or a portion of their notes upon the occurrence of a fundamental change (as defined in the indenture governing the notes) at a purchase price of 100% of their principal amount plus any accrued and unpaid interest.
The notes will be convertible at an initial conversion rate of 20.67