BIRMINGHAM, Mich., Nov. 14,
2024 /PRNewswire/ -- OneStream, Inc. ("OneStream")
(Nasdaq: OS) announced today the pricing of the previously
announced underwritten public offering of 15,000,000 shares of its
Class A common stock, at a public offering price of
$31.00 per share, of which 9,006,948
shares will be sold by selling stockholders and 5,993,052 shares
will be sold by OneStream as part of a non-dilutive "synthetic
secondary" transaction (the "Synthetic Secondary"). In addition,
the underwriters have a 30-day option to purchase up to an
additional 2,250,000 shares of Class A common stock at the public
offering price, less underwriting discounts and commissions. The
public offering and the Synthetic Secondary are expected to close
on November 18, 2024, subject to
customary closing conditions.
OneStream will not receive any proceeds from the sale of shares
by the selling stockholders in the public offering. OneStream will
use all of the net proceeds to it from the public offering to
purchase LLC units of OneStream Software LLC (and purchase and
cancel an equal number of shares of Class C common stock) from KKR
Dream Holdings LLC in the Synthetic Secondary, at a purchase price
per unit equal to the public offering price per share of Class A
common stock sold in the public offering, net of underwriting
discounts and commissions. Accordingly, OneStream will not retain
any proceeds from the public offering and, upon the closing of the
public offering and the Synthetic Secondary, the total number of
outstanding shares of common stock of OneStream and LLC units of
OneStream Software LLC will remain the same.
Morgan Stanley, J.P. Morgan and KKR are acting as lead
book-running managers for the offering. Citigroup, BofA Securities
and Guggenheim Securities are acting as book-running managers and
Mizuho, Raymond James, Scotiabank,
Truist Securities, BTIG, Piper Sandler, TD Cowen and Wolfe |
Nomura Alliance are acting as
additional book-running managers for the offering. Amerivet
Securities, Blaylock Van, LLC,
Cabrera Capital Markets LLC, Drexel
Hamilton and Loop Capital Markets are acting as co-managers
for the offering.
A registration statement relating to these securities has been
filed with the Securities and Exchange Commission and was declared
effective on November 14, 2024. The
offering is being made only by means of a prospectus. Copies of the
prospectus relating to this offering may be obtained from: Morgan
Stanley & Co. LLC, Prospectus Department, 180 Varick Street,
New York, New York 10014, or
email: prospectus@morganstanley.com; and J.P. Morgan Securities
LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, or email:
prospectus-eq_fi@jpmchase.com and
postsalemanualrequests@broadridge.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, 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.
About OneStream
OneStream is how today's Finance teams can go beyond just
reporting on the past and Take Finance Further by steering the
business to the future. It's the leading enterprise finance
platform that unifies financial and operational data, embeds AI for
better decisions and productivity, and empowers the CFO to become a
critical driver of business strategy and execution.
We deliver a comprehensive cloud-based platform to modernize the
Office of the CFO. Our Digital Finance Cloud unifies core financial
and broader operational data and processes and embeds AI for better
planning and forecasting, with an extensible architecture, so
customers can adopt and develop new solutions, achieving greater
value as their business needs evolve.
With over 1,500 customers, including 15% of the Fortune 500,
more than 250 go-to-market, implementation, and development
partners and over 1,400 employees, our vision is to be the
operating system for modern finance.
Disclaimer
"Wolfe | Nomura Alliance" is the
marketing name used by Wolfe Research Securities and Nomura
Securities International, Inc. in connection with certain equity
capital markets activities conducted jointly by the firms. Both
Nomura Securities International, Inc. and WR Securities, LLC are
serving as underwriters in the offering described herein. In
addition, WR Securities, LLC and certain of its affiliates may
provide sales support services, investor feedback, investor
education, and/or other independent equity research services in
connection with this offering.
Investor Relations Contacts
INVESTOR CONTACT
Anne Leschin
VP, Investor Relations and Strategic Finance
OneStream
investors@onestreamsoftware.com
MEDIA CONTACT
Victoria Borges
Media Relations Contact
OneStream
media@onestreamsoftware.com
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SOURCE OneStream, Inc.