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| [November 15, 2012] |
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ServiceNow Announces Pricing of Follow-on Public Offering
SAN DIEGO --(Business Wire)--
ServiceNow, Inc. (NYSE: NOW), a leading provider of cloud-based services
to automate enterprise IT operations, today announced the pricing of its
follow-on public offering of 14,000,000 shares of its common stock at a
price to the public of $28.00 per share. Of the 14,000,000 shares of
ServiceNow common stock being offered, 1,650,000 shares are being
offered by ServiceNow and 12,350,000 shares are being offered by selling
stockholders. The underwriters have been granted a 30-day option to
purchase up to 2,100,000 additional shares of common stock offered by
ServiceNow and the selling stockholders, consisting of 247,500 shares
offered by ServiceNow and 1,852,500 shares offered by selling
stockholders. As part of the offering, the selling stockholders have
entered into lock-up agreements that will extend the initial public
offering lock-up period on their remaining shares until 90 days after
this offering.
ServiceNow will not receive any proceeds from the sale of the shares by
the selling stockholders. The primary purposes of the offering are to
facilitae an orderly distribution of our shares by selling
stockholders, increase the company's public float and increase the
company's financial flexibility.
Morgan Stanley & Co. LLC, Citigroup Global Markets, Inc., and Deutsche
Bank Securities Inc. are acting as lead book-running managers for the
offering. Barclays Capital Inc., Credit Suisse Securities (USA) LLC, and
UBS Securities LLC are acting as joint book-running managers for the
offering. Pacific Crest Securities LLC and Wells Fargo (News - Alert) Securities, LLC
are acting as co-managers.
A registration statement relating to these securities has been filed
with, and declared effective on November 14, 2012 by, the Securities and
Exchange Commission. The offering is being made only by means of a
prospectus forming part of the registration statement. Copies of the
final prospectus related to the offering may be obtained from Morgan
Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd
Floor, New York, NY 10014, or by calling (866) 718-1649, or by emailing
a request to prospectus@morganstanley.com;
from Citigroup Global Markets, Inc., Brooklyn Army Terminal, 140 58th
Street, 8th floor, Brooklyn, NY 11220, or by calling (800)
831-9146, or by emailing a request to batprospectusdept@citi.com;
or from Deutsche Bank Securities Inc., Attention: Prospectus Department,
Harborside Financial Center, 100 Plaza One, Jersey City, NJ 07311-3988,
or by calling (800) 503-4611, or by emailing a request to prospectus.cpdg@db.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.

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