DocuSign Launches Follow-On Offering by Selling Stockholders

SAN FRANCISCO, Sept. 11, 2018 /PRNewswire/ -- DocuSign, Inc. ("DocuSign") (Nasdaq: DOCU) announced today the commencement of an underwritten public offering of 8,060,550 shares of its common stock by certain selling stockholders. Such selling stockholders also intend to grant the underwriters a 30-day option to purchase up to an additional 1,209,082 shares of the DocuSign's common stock. DocuSign will not receive any of the proceeds from the sale of the shares of its common stock being offered by the selling stockholders, and will bear the costs associated with the sale of such shares, other than underwriting discounts and commissions.

Morgan Stanley, J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC are acting as lead book-running managers for the proposed offering of common stock. Citigroup, BofA Merrill Lynch and Deutsche Bank Securities are acting as additional book running managers, and JMP Securities, KeyBanc Capital Markets, Piper Jaffray and William Blair are acting as co-managers, for the proposed offering.

Pursuant to the proposed offering of common stock, DocuSign announced today that Morgan Stanley and J.P. Morgan Securities LLC, the lead book-running managers in DocuSign's recent initial public offering, are releasing a lock-up restriction with respect to certain shares of DocuSign's common stock held by certain of DocuSign's directors. The release will take effect concurrently with the proposed offering of common stock, and the shares of DocuSign's common stock subject to the release may be sold only in connection with the proposed offering of common stock. Except for the sale pursuant to the proposed offering of common stock, the lock-up restrictions from the initial public offering shall remain in full force and effect.

Concurrently with the proposed public offering of common stock, DocuSign is offering to qualified institutional buyers, in an offering exempt from registration under the Securities Act of 1933, as amended, $400,000,000 aggregate principal amount of convertible senior notes due 2023, which we refer to as the notes, or a total of $460,000,000 aggregate principal amount of notes if the initial purchasers in the concurrent notes offering exercise in full their option to purchase additional notes. The public offering of common stock is not contingent upon the consummation of the concurrent notes offering, and the concurrent notes offering is not contingent upon the consummation of the public offering of common stock.

The proposed offering of common stock will be made only by means of a prospectus. A copy of the preliminary prospectus may be obtained from: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014 or email at prospectus@morganstanley.com; J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 1-866- 803-9204 or email at prospectus-eq_fi@jpmchase.com; or Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282 or email at prospectus-ny@ny.email.gs.com.

A registration statement relating to the offering of common stock has been filed with the Securities and Exchange Commission but has not yet become effective. The shares of common stock may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About DocuSign

Founded in 2003, DocuSign helps organizations connect and automate how they prepare, sign, act-on, and manage agreements. As part of its cloud-based System of Agreement Platform, DocuSign offers eSignature—the market-leading way to sign electronically on practically any device, from almost anywhere, at any time. Today, more than 425,000 customers and hundreds of millions of users in over 180 countries use DocuSign to accelerate the process of doing business and simplify people's lives.

Investor Relations:  
Annie Leschin
VP Investor Relations  
415-489-1005  
annie.leschin@docusign.com

Media Relations:  
Adrian Wainwright
Head of Communications
media@docusign.com

Forward-Looking Statements

This press release contains "forward-looking" statements that are based on management's beliefs and assumptions and on information currently available to management. Forward-looking statements include statements concerning the terms of the proposed offering of common stock and concurrent private placement of convertible notes and the completion, timing and size of the proposed offering of common stock and concurrent private placement of convertible notes. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as "believe," "could," "potential," "will," "would" or similar expressions and the negatives of those terms.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual events to differ from DocuSign's plans. These risks include, but are not limited to, market risks, trends and conditions, and those risks included in the section titled "Risk Factors" in DocuSign's Securities and Exchange Commission ("SEC") filings and reports, including its Quarterly Report on Form 10-Q for the quarter ended July 31, 2018 and other filings that DocuSign makes from time to time with the SEC, which are available on the SEC's website at www.sec.gov. In addition, forward-looking statements contained in this press release are based on assumptions that DocuSign believes to be reasonable as of this date. Except as required by law, DocuSign assumes no obligation to update these forward-looking statements as a result of new information, future events, changes in expectations or otherwise.

SOURCE DocuSign, Inc.