ServiceNow Announces Partial Release of Lock-up Agreement with a Director in Connection with Proposed Follow-on Offering and Waiver of Lock-up Extension Provision in Lock-up Agreements
ServiceNow (NYSE: NOW), a leading provider of cloud-based services to automate enterprise IT operations, announced today that Morgan Stanley & Co. LLC, on behalf of itself and the other underwriters for ServiceNow’s previously completed initial public offering of shares of common stock, is releasing a lock-up restriction with respect to certain shares of ServiceNow’s common stock held by a director of ServiceNow to be sold in the proposed offering and, in addition, is granting a waiver to a specific provision found in all of the IPO lock-up agreements that were entered into by ServiceNow and ServiceNow’s securityholders. The release and waiver will each take effect concurrently with ServiceNow’s recently announced proposed offering, and the shares offered by the director may be sold only in connection with that offering.
The specific provision in the IPO lock-up agreements being waived is the lock-up extension provision that may extend, upon the occurrence of certain events, the 180-day IPO lock-up period for an additional period of up to 34 days (the “Extension Provision”). This waiver is being granted as a result of recent amendments to certain rules of the Financial Industry Regulatory Authority, Inc. that cause the Extension Provision to be inapplicable to lock-ups entered into as part of an offering of securities by an “emerging growth company” (as defined in the Jumpstart Our Business Startup Acts of 2012). ServiceNow is an “emerging growth company” for purposes of those rules. This waiver is limited solely to the Extension Provision and, taken together with all partial lock-up releases allowing for the sale of shares in ServiceNow’s recently announced proposed offering, do not waive or release in any other respect the IPO lock-up agreements, which remain scheduled to expire on December 25, 2012.
On October 31, 2012, the company filed a registration statement with the U.S. Securities and Exchange Commission (the “SEC”) for a proposed public offering of shares of its common stock by ServiceNow and certain selling stockholders. ServiceNow will not receive any proceeds from the sale of the shares by the selling stockholders. The primary purposes of the offering are to facilitate an orderly distribution of our shares by the 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. will be acting as lead book-running managers for the offering. Barclays Capital Inc., Credit Suisse Securities (USA) LLC, and UBS Securities LLC will be acting as joint book-running managers for the offering. Pacific Crest Securities LLC and Wells Fargo Securities, LLC will be acting as co-managers.
A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time that the registration statement becomes effective.
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.