Guidewire Software Reports Material Agreement and Equity Sales
Ticker: GWRE · Form: 8-K · Filed: Oct 18, 2024 · CIK: 1528396
| Field | Detail |
|---|---|
| Company | Guidewire Software, INC. (GWRE) |
| Form Type | 8-K |
| Filed Date | Oct 18, 2024 |
| Risk Level | medium |
| Pages | 9 |
| Reading Time | 11 min |
| Key Dollar Amounts | $0.0001, $690,000,000, $90,000,000, $1,000, $244.65 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, equity-sale, financial-obligation
Related Tickers: GWRE
TL;DR
Guidewire signed a big deal, sold some stock, and has new financial obligations.
AI Summary
Guidewire Software, Inc. announced on October 15, 2024, that it entered into a Material Definitive Agreement. The company also reported the creation of a Direct Financial Obligation and obligations under an off-balance sheet arrangement. Additionally, Guidewire disclosed unregistered sales of equity securities and other events, along with financial statements and exhibits.
Why It Matters
This filing indicates significant financial and operational developments for Guidewire Software, including new agreements and equity transactions that could impact its financial structure and shareholder value.
Risk Assessment
Risk Level: medium — The filing details material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and operational risks.
Key Players & Entities
- Guidewire Software, Inc. (company) — Registrant
- October 15, 2024 (date) — Date of earliest event reported
FAQ
What is the nature of the Material Definitive Agreement entered into by Guidewire Software?
The filing states that Guidewire Software, Inc. entered into a Material Definitive Agreement on October 15, 2024, but the specific details of the agreement are not provided in this summary.
What type of Direct Financial Obligation was created by Guidewire Software?
The filing indicates the creation of a Direct Financial Obligation by Guidewire Software, Inc., but the specific details of this obligation are not elaborated upon in the provided text.
What were the circumstances of the unregistered sales of equity securities?
Guidewire Software, Inc. reported unregistered sales of equity securities as part of the events disclosed in this Form 8-K filing, but further details are not specified.
What are the key financial statements and exhibits included in this filing?
The filing mentions that Financial Statements and Exhibits are included, but the specific content of these documents is not detailed in the provided summary.
When was Guidewire Software, Inc. incorporated and what is its fiscal year end?
Guidewire Software, Inc. is incorporated in Delaware and its fiscal year ends on July 31.
Filing Stats: 2,826 words · 11 min read · ~9 pages · Grade level 12.9 · Accepted 2024-10-18 16:52:00
Key Financial Figures
- $0.0001 — nge on which registered Common Stock, $0.0001 par value GWRE New York Stock Excha
- $690,000,000 — e Software, Inc. (the "Company") issued $690,000,000 aggregate principal amount of its 1.25%
- $90,000,000 — s are first issued, up to an additional $90,000,000 aggregate principal amount of Notes. Th
- $1,000 — hares of the Company's common stock per $1,000 principal amount of the Notes, which re
- $244.65 — itial conversion price of approximately $244.65 per share of the Company's common stock
- $100.0 million — f the outstanding Notes unless at least $100.0 million aggregate principal amount of the Notes
- $250,000,000 — btedness for borrowed money of at least $250,000,000; and (vii) certain events of bankruptcy
- $329 — Transactions is initially approximately $329.33, which represents a premium of 75% o
- $58.8 million — ped Call Transactions was approximately $58.8 million. The Capped Call Transactions are sep
- $120.9 million — e "2025 Notes") to retire approximately $120.9 million aggregate principal amount of its 2025
- $200.5 million — ate cash consideration of approximately $200.5 million. The retirement is expected to close on
- $279.1 million — losing of the retirement, approximately $279.1 million aggregate principal amount of 2025 Note
- $300.0 million — expects to enter into an approximately $300.0 million revolving credit facility (the "New Rev
Filing Documents
- d869983d8k.htm (8-K) — 46KB
- d869983dex41.htm (EX-4.1) — 573KB
- d869983dex101.htm (EX-10.1) — 242KB
- d869983dex991.htm (EX-99.1) — 15KB
- d869983dex992.htm (EX-99.2) — 16KB
- g869983g21m79.jpg (GRAPHIC) — 2KB
- g869983g29i15.jpg (GRAPHIC) — 3KB
- g869983g31o52.jpg (GRAPHIC) — 3KB
- g869983g49u04.jpg (GRAPHIC) — 3KB
- g869983g51x03.jpg (GRAPHIC) — 3KB
- g869983g65k02.jpg (GRAPHIC) — 3KB
- g869983sp1.jpg (GRAPHIC) — 4KB
- 0001193125-24-239688.txt ( ) — 1222KB
- gwre-20241015.xsd (EX-101.SCH) — 3KB
- gwre-20241015_lab.xml (EX-101.LAB) — 18KB
- gwre-20241015_pre.xml (EX-101.PRE) — 11KB
- d869983d8k_htm.xml (XML) — 4KB
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibits 4.1 Indenture, dated as of October 18, 2024, between Guidewire Software, Inc. and U.S. Bank Trust Company, National Association, as trustee. 4.2 Form of certificate representing the 1.25% Convertible Senior Notes due 2029 (included as Exhibit A to Exhibit 4.1). 10.1 Form of Capped Call Confirmations. 99.1 Press release of Guidewire Software, Inc., dated October 15, 2024. 99.2 Press release of Guidewire Software, Inc., dated October 15, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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. GUIDEWIRE SOFTWARE, INC. Date: October 18, 2024 By: /s/ JEFF COOPER Jeff Cooper Chief Financial Officer