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2.13.26
Firm Advises Microchip Technology on Offering of $900 Million of Convertible Senior Notes
On February 11, 2026, Microchip Technology completed an offering of $900 million aggregate principal amount of convertible senior notes due 2030 in a private transaction. The offering amount included the exercise in full of the option that Microchip had granted to the initial purchasers to purchase up to an additional $100 million of notes. In connection with the offering, Microchip entered into privately negotiated capped call transactions with certain of the initial purchasers or their respective affiliates and other financial institutions.
Client Highlights
12.17.25
Wilson Sonsini Advises Nutanix on $300 Million Accelerated Share Repurchase Program
On December 17, 2025, Nutanix, Inc., a leader in hybrid multicloud computing, announced that it had entered into an accelerated share repurchase (ASR) agreement with Bank of America. Wilson Sonsini Goodrich & Rosati advised Nutanix on the transaction.
Client Highlights
8.20.25
Wilson Sonsini Advises Upstart on $690 Million Convertible Senior Notes Offering
On August 14, 2025, Upstart Holdings, Inc. completed an upsized offering of $690 million aggregate principal amount of convertible senior notes due 2032 in a private transaction. The offering amount included the exercise in full of the option that Upstart had granted to the initial purchasers to purchase up to an additional $90 million of notes. In connection with the offering, Upstart entered into privately negotiated capped call transactions with certain of the initial purchasers or their respective affiliates and other financial institutions.
Client Highlights
7.09.25
Wilson Sonsini Advises Zscaler on $1.725 Billion Convertible Senior Notes Offering
On July 3, 2025, Zscaler, Inc. issued $1.725 billion aggregate principal amount of 0.00% convertible senior notes due 2028. The offering amount included the exercise in full of the option that Zscaler had granted to the initial purchasers to purchase up to an additional $225 million of notes. In connection with the offering, Zscaler entered into privately negotiated capped call transactions with one or more of the initial purchasers and/or their respective affiliates and/or other financial institutions.
Client Highlights
3.25.25
Wilson Sonsini Advises Microchip on Offering of $1.48 Billion of Depositary Shares
On March 25, 2025, Microchip Technology completed a mandatory convertible preferred stock offering of $1.48 billion of depositary shares, each representing a 1/20th interest in a share of 7.50% Series A Mandatory Convertible Preferred Stock, in an underwritten public offering. The offering amount included the exercise in full of the over-allotment option that Microchip had granted to the underwriters to purchase up to an additional $135 million of depositary shares. In connection with the offering, Microchip entered into privately negotiated capped call transactions with one or more of the underwriters and other financial institutions. Microchip is one of the first technology companies to use this mandatory convertible preferred stock structure with a capped call feature.
Client Highlights
12.10.24
Wilson Sonsini Advises Initial Purchasers in Rule 144A Offering of $1.4 Billion of BILL Convertible Senior Notes
On December 6, 2024, BILL Holdings announced the successful completion of an offering of $1.4 billion aggregate principal amount of 0% convertible senior notes due 2030 in a Rule 144A offering. The offering amount included the exercise in full of the option that BILL had granted to the initial purchasers to purchase up to an additional $150 million of notes.
Client Highlights
6.05.24
Wilson Sonsini Advises BlackLine on Private Offering of $675 Million Convertible Senior Notes
On May 24, 2024, BlackLine, a leading provider of cloud software that automates and controls financial close and accounting processes, announced an upsized convertible senior note private offering of $600 million due 2029. On June 4, 2024, the initial purchasers of the notes exercised their option to purchase an additional $75 million of the convertible senior notes. Wilson Sonsini Goodrich & Rosati represented BlackLine on the transaction.
Client Highlights
3.01.24
Wilson Sonsini Advises Lyft on Private Offering of $460 Million Convertible Senior Notes
On February 27, 2024, Lyft, a leading rideshare company, closed its convertible senior note private offering of $460 million aggregate principal amount due 2029, which included the full exercise by the initial purchasers of their overallotment option to purchase an additional $60 million of notes. Wilson Sonsini Goodrich & Rosati represented Lyft on the transaction.
Alerts
12.19.23
CFTC Proposes Guidance Regarding the Listing of Voluntary Carbon Credit Derivatives, and Requests Comment from the Public
On December 4, 2023, the Commodity Futures Trading Commission (CFTC) issued proposed guidance relevant to “designated contract markets” (DCMs) and “swap execution facilities” (SEFs)1 as they develop standardized derivative products referencing voluntary carbon credits (VCCs). The proposal is one part of the CFTC’s ongoing focus on the regulation of voluntary carbon markets.
Client Highlights
12.18.23
Wilson Sonsini Advises Lithos Carbon on $57.1 Million Offtake Agreement in Largest-Ever Frontier CDR Purchase
On December 7, 2023, Frontier, an advance market commitment (AMC) that aims to accelerate the development of carbon removal technologies, announced its first enhanced weathering offtake agreements with Lithos Carbon, a San Francisco-based agricultural carbon removal company. Wilson Sonsini Goodrich & Rosati advised Lithos in the transaction.
Alerts
10.25.23
SEC Adopts Rule Amendments Requiring Increased Disclosure of Short Selling and Securities Lending Activities of Institutional Market Participants
On October 13, 2023, the U.S. Securities and Exchange Commission (SEC) approved final rules requiring increased disclosure of short selling activities of institutional investment managers and securities lending activities of certain market participants.
Alerts
10.17.23
SEC Adopts Amendments to Rules Governing Beneficial Ownership Reporting
On October 10, 2023, the U.S. Securities and Exchange Commission (SEC) approved final rules amending the beneficial ownership reporting requirements under Sections 13(d) and 13(g) of the Securities Exchange Act of 1934 (Exchange Act). These rule amendments and the related updated guidance provided by the SEC are the most significant reforms to the beneficial ownership reporting requirements since the adoption of the Williams Act in 1968.