Box Inc. Files 8-K: Agreements, Obligations, and Equity Sales

TL;DR

Box Inc. signed new deals, terminated old ones, took on debt, and sold stock on Sept 16th.

AI Summary

On September 16, 2024, Box, Inc. entered into a material definitive agreement and simultaneously terminated another. The company also incurred a direct financial obligation and engaged in unregistered sales of equity securities. These events are detailed in their 8-K filing.

Why It Matters

This filing indicates significant corporate actions by Box, Inc., including new financial commitments and equity transactions, which could impact its financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, suggesting potential shifts in the company's financial and operational landscape.

Key Players & Entities

• Box, Inc. (company) — Registrant
• September 16, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 001-36805 (filing_id) — Commission File Number
• 20-2714444 (tax_id) — IRS Employer Identification No.
• 900 Jefferson Ave. (address) — Business address
• Redwood City (city) — Business address city
• California (state) — Business address state
• 94063 (zip_code) — Business address zip

FAQ

Key Financial Figures

• $0.0001 — which registered Class A Common Stock, $0.0001 par value per share BOX New York St
• $400 million — Initial Purchasers"), to issue and sell $400 million aggregate principal amount of 1.50% Con
• $60 million — were first issued, up to an additional $60 million aggregate principal amount of Notes on
• $460 million — regate principal amount of the Notes to $460 million. The Purchase Agreement includes cust
• $1,000 — period") in which the trading price per $1,000 principal amount of Notes for each trad
• $43.46 — itial conversion price of approximately $43.46 per share of the common stock. The init
• $33.43 — s a premium of approximately 30% to the $33.43 per share last reported sale price of t
• $50.0 million — tedness for money borrowed in excess of $50.0 million (or its foreign currency equivalent) in
• $447.8 m — s from this offering were approximately $447.8 million, after deducting the Initial Purc
• $52.5 million — xpenses. The Company used approximately $52.5 million of the net proceeds from the offering t
• $191.7 million — ddition, the Company used approximately $191.7 million of the net proceeds from this offering
• $140.0 million — rom this offering for the repurchase of $140.0 million aggregate principal amount of the outst
• $66.86 — e Capped Call Transactions is initially $66.86 per share, which represents a premium o
• $30.3 million — s"). The Company received approximately $30.3 million in connection with the Unwind Transacti

Filing Documents

• d843402d8k.htm (8-K) — 51KB
• d843402dex41.htm (EX-4.1) — 602KB
• d843402dex101.htm (EX-10.1) — 162KB
• d843402dex102.htm (EX-10.2) — 197KB
• d843402dex991.htm (EX-99.1) — 10KB
• d843402dex992.htm (EX-99.2) — 13KB
• g843402dsp154.jpg (GRAPHIC) — 3KB
• g843402g0920073330999.jpg (GRAPHIC) — 2KB
• g843402g0920073331709.jpg (GRAPHIC) — 2KB
• g843402g0920073332057.jpg (GRAPHIC) — 2KB
• g843402g0920073332420.jpg (GRAPHIC) — 2KB
• g843402g0920073332790.jpg (GRAPHIC) — 3KB
• 0001193125-24-222896.txt ( ) — 1401KB
• box-20240916.xsd (EX-101.SCH) — 3KB
• box-20240916_lab.xml (EX-101.LAB) — 17KB
• box-20240916_pre.xml (EX-101.PRE) — 11KB
• d843402d8k_htm.xml (XML) — 3KB

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Description 4.1 Indenture, dated as of September 20, 2024, between Box, Inc. and U.S. Bank Trust Company, National Association, as trustee. 4.2 Form of 1.50% Convertible Senior Notes due 2029 (included in Exhibit 4.1). 10.1 Purchase Agreement, dated September 17, 2024, by and among Box, Inc. and Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the several initial purchasers named in Schedule I thereto. 10.2 Form of Capped Call Transaction Confirmation. 99.1 Press Release issued by Box, Inc., dated September 16, 2024. 99.2 Press Release issued by Box, Inc., dated September 18, 2024. 104 Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BOX, INC. Date: September 20, 2024 By: /s/ David Leeb David Leeb Chief Legal Officer & Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR