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Wilson Sonsini Advises OneStream on Registered and Synthetic Secondary Offering
Client Highlights
November 18, 2024

On November 18, 2024, OneStream, Inc., the leading enterprise finance management platform that modernizes the Office of the CFO by unifying core finance and operational functions, closed an underwritten public offering of 15,000,000 shares of its Class A common stock at a public offering price of $31.00 per share. Wilson Sonsini Goodrich & Rosati represented OneStream in the transaction.

The public offering consisted of 9,006,948 shares sold by certain existing stockholders and 5,993,052 shares sold by OneStream as part of a non-dilutive synthetic secondary transaction with another existing stockholder. 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.

OneStream did not receive any proceeds from the sale of shares by the selling stockholders in the public offering. OneStream in turn used all of the proceeds to it from the public offering to purchase 5,993,052 outstanding LLC units of OneStream Software LLC (and purchase and cancel an equal number of shares of Class C common stock) from an existing stockholder, 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 did not retain any proceeds from the public offering and the total number of outstanding shares of common stock of OneStream and LLC units of OneStream Software LLC remained unchanged upon the closing of the public offering and the synthetic secondary transaction.

The Wilson Sonsini team that advised OneStream on the transaction includes corporate attorneys Allison Spinner, Mike Nordtvedt, Victor Nilsson, Adam Bloom, Laura Duncan, Ari Goldberg, and Julia Anderson. Additionally, attorneys Jonathan Zhu and Derek Wallace advised on tax matters related to the transaction.

For more information, please see OneStream’s press release.

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