Proofpoint Announces Occurrence of Fundamental Change and Make-Whole Fundamental Change Under 0.25% Convertible Senior Notes due 2024

Cloud Security

SUNNYVALE, Calif. – September 8, 2021 – Proofpoint, Inc. (“Proofpoint"), a leading cybersecurity and compliance company, today announced that the acquisition by Thoma Bravo, a leading software investment firm, of Proofpoint constitutes a "fundamental change" and a "make-whole fundamental change" under the indenture (the "Indenture") governing Proofpoint's 0.25% convertible senior notes due 2024 (the "Notes").  Thoma Bravo's acquisition of Proofpoint was completed on August 31, 2021, which is the effective date of the fundamental change and make-whole fundamental change.

Proofpoint has designated the Fundamental Change Purchase Date (as defined in the Indenture) as September 24, 2021 (the “Fundamental Change Purchase Date”).  At any time prior to the close of business on the business day immediately preceding the Fundamental Change Purchase Date, holders of the Notes may elect to have Proofpoint repurchase their Notes on the Fundamental Change Purchase Date at a purchase price equal to 100% of the principal amount of the Notes tendered for purchase, plus accrued and unpaid interest thereon to, but excluding, the Fundamental Change Purchase Date.  In addition, holders of the Notes have the right to convert each $1,000 principal amount of their Notes into a cash amount equal to the conversion rate (6.4941 units of Reference Property (as defined in the Indenture)) plus the additional shares (0.7264 units of Reference Property), multiplied by $176.00 (the per share merger consideration payable to shareholders in connection with Thoma Bravo's acquisition of Proofpoint), at any time up to, and including, October 20, 2021.  All conversions of Notes will be settled in cash.

Additional information on the procedures for tendering Notes for repurchase or converting Notes is available in the notice, dated August 31, 2021, provided to holders of the Notes.

About Proofpoint, Inc.

Proofpoint, Inc. is a leading cybersecurity and compliance company that protects organizations’ greatest assets and biggest risks: their people. With an integrated suite of cloud-based solutions, Proofpoint helps companies around the world stop targeted threats, safeguard their data, and make their users more resilient against cyber attacks. Leading organizations of all sizes, including more than half of the Fortune 1000, rely on Proofpoint for people-centric security and compliance solutions that mitigate their most critical risks across email, the cloud, social media, and the web. More information is available at

Proofpoint is a trademark or registered trademark of Proofpoint, Inc. in the U.S. and other countries. All other trademarks contained herein are the property of their respective owners.

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Kristy Campbell

Proofpoint, Inc.