Proofpoint Announces Closing of $201.25 Million of 1.25% Convertible Senior Notes Due 2018

Proofpoint Announces Closing of $201.25 Million of 1.25% Convertible Senior 
Notes Due 2018 
SUNNYVALE, CA -- (Marketwired) -- 12/11/13 --   Proofpoint (NASDAQ:
PFPT), a leading security-as-a-service provider, today announced the
closing of its offering of $201.25 million aggregate principal amount
of 1.25% convertible senior notes due in 2018 (the "notes"). The
offering represented $175 million aggregate principal amount of notes
plus the full exercise of the initial purchasers' option to purchase
up to an additional $26.25 million aggregate principal amount of
notes. The notes were issued in a private placement to qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended.  
The notes are unsecured, unsubordinated obligations of Proofpoint,
and will mature on December 15, 2018, unless repurchased, redeemed or
converted in accordance with their terms prior to such date. Interest
is payable semi-annually in cash at a rate of 1.25% per annum. Prior
to June 15, 2018, the notes will be convertible at the option of
holders only upon satisfaction of certain conditions and during
certain periods, and thereafter, at any time until the close of
business on the second scheduled trading day immediately preceding
the maturity date. Upon conversion, the notes may be settled in
shares of Proofpoint common stock, cash or a combination of cash and
shares of Proofpoint common stock, at the election of Proofpoint.  
Holders of the notes will have the right to require Proofpoint to
repurchase all or some of their notes at 100% of their principal
amount, plus any accrued and unpaid interest, upon the occurrence of
fundamental change (as defined in the indenture relating to the
notes). Proofpoint will also be required to increase the conversion
rate for holders who convert their notes in connection with certain
fundamental changes or redemptions occurring prior to the maturity
date. 
The notes are also redeemable by Proofpoint on or after December 20,
2016 at 100% of the principal amount, plus any accrued and unpaid
interest, if the last reported sale price of Proofpoint's common
stock is at least 130% of the applicable conversion price for at
least 20 trading days during any 30 consecutive trading-day period.  
The notes have an initial conversion rate of 25.6271 shares of common
stock per $1,000 principal amount of notes (which is subject to
adjustment in certain circumstances). This represents an initial
conversion price of approximately $39.02 per share, which represents
a premium of approximately 32.5% to the $29.45 per share closing
price of Proofpoint's common stock on the NASDAQ Global Market on
December 5, 2013. 
Proofpoint estimates that the net proceeds from the offering will be
approximately $195.3 million, after deducting the initial purchasers'
discounts and estimated offering expenses payable by Proofpoint.
Proofpoint expects to use the net proceeds of the offering for
general corporate purposes and potential acquisitions and strategic
transactions. However, Proofpoint has no commitments with respect to
any such acquisitions or investments at this time. 
This announcement is neither an offer to sell nor a solicitation of
an offer to buy any of these securities (including any shares of
Proofpoint common stock, if any, into which the notes are
convertible) and shall not constitute an offer, solicitation or sale
in any jurisdiction in which such offer, solicitation or sale is
unlawful. Any offers of the notes will be made only by means of a
private offering memorandum.  
The notes and the shares of common stock, if any, issuable upon
conversion of the notes have not been registered under the Securities
Act of 1933, as amended, or any state securities laws and may not be
offered or sold in the United States absent registration or an
applicable exemption from such registration requirements.  
Cautionary Statement: 
 This press release contains "forward-looking
statements" including, among other things, statements relating to the
expected use of proceeds from the offering. These forward-looking
statements are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. These statements
involve risks and uncertainties that could cause actual results to
differ materially, including, but not limited to, prevailing market
conditions, the anticipated use of the proceeds of the offering,
which could change as a result of market conditions or for other
reasons, and the impact of general economic, and industry or
political conditions in the United States or internationally. 
We undertake no obligation, and do not intend, to update these
forward-looking statements after the date of this release. 
Media Contact: 
Orlando Debruce 
Proofpoint, Inc.
408-338-6870
odebruce@proofpoint.com 
Investor Contact: 
Seth Potter
ICR for Proofpoint, Inc.
646-277-1230
seth.potter@icrinc.com