OneStream Announces Launch of Secondary Offering of Class A Common Stock

Rhea-AI Summary

OneStream (Nasdaq: OS) has announced a proposed underwritten public offering of 15,000,000 shares of Class A common stock. The offering comprises 9,006,948 shares from selling stockholders and 5,993,052 shares from OneStream as part of a non-dilutive synthetic secondary transaction. Underwriters have a 30-day option to purchase up to 2,250,000 additional shares. OneStream will not retain any proceeds, using them instead to purchase units from KKR Dream Holdings The total number of outstanding shares and units will remain unchanged after the offering. Morgan Stanley, J.P. Morgan, and KKR are leading the offering as book-running managers.

Positive

• Non-dilutive transaction structure maintains current share count
• Multiple top-tier financial institutions involved as underwriters

Negative

• Large secondary offering of 15 million shares could pressure stock price
• Company receives no proceeds to fund operations or growth

Insights

Financial Analyst

This secondary offering represents a significant market event for OneStream, involving 15 million shares of Class A common stock. The structure is particularly noteworthy, split between 9 million shares from selling stockholders and 6 million shares in a synthetic secondary transaction. The synthetic secondary aspect is clever financial engineering - it maintains the total share count while allowing KKR to reduce its position. This transaction won't dilute existing shareholders, which is positive, but signals potential insider selling pressure. The impressive lineup of underwriters, led by Morgan Stanley, J.P. Morgan and KKR, suggests strong institutional support. However, large secondary offerings often temporarily pressure stock prices due to increased supply. The timing and size indicate major shareholders seeking liquidity, which warrants careful monitoring of post-offering price action and trading volumes.

BIRMINGHAM, Mich., Nov. 12, 2024 /PRNewswire/ -- OneStream, Inc. ("OneStream") (Nasdaq: OS) announced today the commencement of a proposed underwritten public offering of 15,000,000 shares of its Class A common stock, 9,006,948 shares of which are being offered by selling stockholders and 5,993,052 shares of which are being offered by OneStream as part of a non-dilutive "synthetic secondary" transaction (the "Synthetic Secondary"). In addition, the underwriters will 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 will not receive any proceeds from the sale of shares by the selling stockholders in the public offering. OneStream intends to use all of the net proceeds to it from the public offering to purchase LLC units of OneStream Software LLC (and purchase and cancel an equal number of shares of Class C common stock) from KKR Dream Holdings LLC in the Synthetic Secondary, 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 will not retain any proceeds from the public offering and, upon the closing of the public offering and the Synthetic Secondary, the total number of outstanding shares of common stock of OneStream and LLC units of OneStream Software LLC will remain the same.

Morgan Stanley, J.P. Morgan and KKR are acting as lead book-running managers for the proposed offering. Citigroup, BofA Securities and Guggenheim Securities are acting as book-running managers and Mizuho, Raymond James, Scotiabank, Truist Securities, BTIG, Piper Sandler, TD Cowen and Wolfe | Nomura Alliance are acting as additional book-running managers. Amerivet Securities, Blaylock Van, LLC, Cabrera Capital Markets LLC, Drexel Hamilton and Loop Capital Markets are acting as co-managers for the proposed offering.

The proposed offering will be made only by means of a prospectus. Copies of the preliminary prospectus relating to this offering, when available, may be obtained from: Morgan Stanley & Co. LLC, Prospectus Department, 180 Varick Street, New York, New York 10014, or email: prospectus@morganstanley.com; and J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or email: prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, 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.

About OneStream

OneStream is how today's Finance teams can go beyond just reporting on the past and Take Finance Further by steering the business to the future. It's the leading enterprise finance platform that unifies financial and operational data, embeds AI for better decisions and productivity, and empowers the CFO to become a critical driver of business strategy and execution.

We deliver a comprehensive cloud-based platform to modernize the Office of the CFO. Our Digital Finance Cloud unifies core financial and broader operational data and processes and embeds AI for better planning and forecasting, with an extensible architecture, so customers can adopt and develop new solutions, achieving greater value as their business needs evolve.

With over 1,500 customers, including 15% of the Fortune 500, more than 250 go-to-market, implementation, and development partners and over 1,400 employees, our vision is to be the operating system for modern finance.

Disclaimer

"Wolfe | Nomura Alliance" is the marketing name used by Wolfe Research Securities and Nomura Securities International, Inc. in connection with certain equity capital markets activities conducted jointly by the firms. Both Nomura Securities International, Inc. and WR Securities, LLC are serving as underwriters in the offering described herein. In addition, WR Securities, LLC and certain of its affiliates may provide sales support services, investor feedback, investor education, and/or other independent equity research services in connection with this offering.

Investor Relations Contacts

INVESTOR CONTACT

Anne Leschin
VP, Investor Relations and Strategic Finance
OneStream
investors@onestreamsoftware.com

MEDIA CONTACT

Victoria Borges
Media Relations Contact
OneStream
media@onestreamsoftware.com

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SOURCE OneStream, Inc.

FAQ

How many shares is OneStream (OS) offering in its secondary offering?

OneStream is offering 15,000,000 shares of Class A common stock, with an additional 30-day option for underwriters to purchase up to 2,250,000 more shares.

Will OneStream's (OS) secondary offering dilute existing shareholders?

No, the offering is structured as a non-dilutive synthetic secondary transaction, and the total number of outstanding shares will remain unchanged.

Who are the lead underwriters for OneStream's (OS) secondary offering?

Morgan Stanley, J.P. Morgan, and KKR are acting as the lead book-running managers for the offering.

How will OneStream (OS) use the proceeds from the secondary offering?

OneStream will use all net proceeds to purchase units from KKR Dream Holdings and will not retain any proceeds from the offering.