Public Offering of Common Stock
On January 12, 2021,
Zoom Video Communications, Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement) with J.P. Morgan Securities LLC (the Underwriter),
relating to the public offering, issuance and sale of 5,147,059 shares of its Class A common stock, par value $0.001 per share (Class A Common Stock). The price to the
public in the offering is $340.00 per share of Class A Common Stock. Under the terms of the Underwriting Agreement, the Company also granted the Underwriter an option exercisable for 30 days to purchase up to an additional 735,294 shares of
Class A Common Stock at the public offering price, less underwriting discounts and commissions. The gross proceeds to the Company from the offering are expected to be approximately $1.75 billion, before deducting underwriting discounts and
commissions and other estimated offering expenses, or approximately $2.0 billion if the Underwriter exercises in full its option to purchase additional shares. The offering is expected to close on January 15, 2021, subject to customary
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and
covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting
parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement.
The offering is being made pursuant to the Companys registration statement on Form S-3 (File No. 333-252035) and an accompanying prospectus previously filed with the Securities and Exchange Commission (SEC) and a preliminary and final prospectus supplement thereunder. The
Underwriting Agreement is filed as Exhibit 1.1 hereto, and the description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the opinion of Cooley LLP relating to the legality of
the issuance and sale of the shares in the offering is attached as Exhibit 5.1 hereto.
Updated Company Disclosures
The Company is filing information for the purpose of updating the risk factor disclosure contained in its prior public filings, including those discussed under
the heading Item 1A. Risk Factors in its Quarterly Report on Form 10-Q for the quarter ended October 31, 2020, filed with the SEC on December 4, 2020 (the Quarterly
Report), as well as the section titled Selected Risks Affecting Our Business appearing in the Quarterly Report. The updated Company disclosures are filed herewith as Exhibit 99.1 and are incorporated herein by reference.
Financial Statements and Exhibits.
This Current Report on Form 8-K contains forward-looking statements, including, without limitation, statements relating
to the closing of the public offering. These forward-looking statements are based upon the Companys current expectations. Actual results could differ materially from these forward-looking statements as a result of certain factors, including,
without limitation, risks related to market conditions and the satisfaction of customary closing conditions related to the public offering. There can be no assurance that the Company will be able to complete the public offering