The Californer - CrowdStrike Announces Pricing of 0 million Senior Unsecured Notes Offering

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SUNNYVALE, Calif.--(BUSINESS WIRE)--CrowdStrike Holdings, Inc. (Nasdaq: CRWD), a leader in cloud-delivered endpoint and workload protection, today announced that it has priced an offering of $750.0 million aggregate principal amount of its senior notes due 2029 (the "notes"). The offering is being made by means of a prospectus supplement and the accompanying prospectus under CrowdStrike's effective shelf registration statement. The offering is expected to close on January 20, 2021, subject to customary closing conditions.

The notes will be guaranteed by one of CrowdStrike's subsidiaries, CrowdStrike, Inc., as of the closing date, and thereafter will be guaranteed by any of CrowdStrike's domestic subsidiaries that become borrowers or guarantors under its senior secured revolving credit facility. The notes and the guarantee will be CrowdStrike's and the guarantor's general unsecured senior obligations and will rank equal in right of payment to all of its existing and future senior indebtedness. Interest will be payable semi-annually at a rate of 3.000% per year. The notes will mature on February 15, 2029. The notes are redeemable by CrowdStrike prior to maturity under certain circumstances.

CrowdStrike expects the net proceeds from the offering to be approximately $740.6 million, after deducting underwriting discounts and commissions and before estimated offering expenses payable by it. CrowdStrike intends to use the net proceeds of the offering for general corporate purposes, which may include, among other things, acquisitions, capital expenditures and working capital.

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J.P. Morgan, Barclays, BofA Securities, Citigroup and Goldman Sachs & Co. LLC are acting as lead bookrunners for the offering. Credit Suisse, HSBC, Mizuho Securities, SVB Leerink, Truist Securities and Wells Fargo Securities are acting as joint bookrunners for the offering.

The offering is being made under an automatic shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (the "SEC") on January 11, 2021. Before you invest, you should read the registration statement (including the preliminary prospectus supplement and accompanying prospectus) for more complete information about CrowdStrike and the offering. You may get the preliminary prospectus supplement and accompanying prospectus for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and accompanying prospectus and, when available, the final prospectus supplement relating to the offering may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, Attn: Prospectus Department, 1155 Long Island Avenue, Edgewood, NY 11717, or by telephone: 1-866-803-9204; Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (866) 603-5847 or by e-mail at Barclaysprospectus@broadridge.com; BofA Securities, Inc., NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, Attn: Prospectus Department, or by email at dg.prospectus_requests@bofa.com; Citigroup Global Markets Inc. c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 1-800-831-9146 or email: prospectus@citi.com and Goldman Sachs & Co. LLC, Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by emailing Prospectus-ny@ny.email.gs.com.

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This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Forward-Looking Statements

This press release contains forward-looking statements that are based on CrowdStrike management's current expectations. Such statements include plans, projections and estimates regarding the offering and the receipt and use of the net proceeds from the sale of the notes. Such forward-looking statements are subject to certain risks, uncertainties and assumptions, including investor demand, market conditions, customary closing conditions and other factors. In particular, there can be no assurance that CrowdStrike will complete the offering. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those expected. More information about potential risk factors that could affect CrowdStrike and its results is included in CrowdStrike's filings with the SEC. CrowdStrike does not assume any obligation to update the forward-looking information contained in this press release.

About CrowdStrike

CrowdStrike provides cloud-delivered endpoint and cloud workload protection. Leveraging artificial intelligence (AI), the CrowdStrike Falcon® platform protects customers against cyberattacks on endpoints and workloads on or off the network by offering visibility and protection across the enterprise.

© 2021 CrowdStrike, Inc. All rights reserved. CrowdStrike and CrowdStrike Falcon® are among the trademarks of CrowdStrike, Inc.

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