OneStream (OS) Prices 24.5M Share IPO at $20/sh

OneStream, Inc. (NASDAQ: OS) today announced the pricing of its initial public offering of 24,500,000 shares of its Class A common stock, at a public offering price of $20.00 per share. The shares are expected to begin trading on the Nasdaq Global Select Market on July 24, 2024 under the symbol "OS." The offering is expected to close on July 25, 2024, subject to customary closing conditions.

The offering consists of 18,054,333 shares of Class A common stock to be sold by OneStream and 6,445,667 shares to be sold by existing stockholders. In addition, OneStream has granted the underwriters a 30-day option to purchase up to an additional 3,675,000 shares of Class A common stock from OneStream at the initial public offering price, less underwriting discounts and commissions.

OneStream intends to use a portion of the net proceeds to it from this offering to purchase newly issued common units of OneStream Software LLC, of which OneStream will be the sole manager. OneStream intends to use the remaining net proceeds to purchase common units of OneStream Software LLC and shares of Class C common stock from certain of its existing stockholders in a synthetic secondary transaction at a purchase price per unit equal to the initial public offering price per share of Class A common stock, net of underwriting discounts and commissions. OneStream will not receive any proceeds from the sale of shares by the selling stockholders.

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

A registration statement relating to these securities has been filed with the Securities and Exchange Commission and was declared effective on July 23, 2024. The offering is being made only by means of a prospectus. Copies of the prospectus relating to this offering may be obtained from: Morgan Stanley & Co. LLC, Prospectus Department, 180 Varick Street, New York, New York 10014, or email: [email protected]; and J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or email: [email protected] and [email protected].

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.

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