8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 28, 2018

_________________________

Chegg, Inc.

(Exact name of Registrant as specified in its charter)

_________________________

Delaware	001-36180	20-3237489
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

3990 Freedom Circle Santa Clara, California	95054
(Address of Principal Executive Offices)	(Zip Code)

(408) 855-5700

(Registrant’s telephone number, including area code)

Not Applicable

______________________________________________________

(Former name or former address, if changed since last report.)

_________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

On March 28, 2018, Chegg, Inc. (“Chegg”) and Wells Fargo Bank, National Association (“Wells Fargo”) entered into a First Amendment to Credit Agreement (the “Credit Agreement Amendment”), amending that certain Credit Agreement by and among Chegg and Wells Fargo, dated of September 21, 2016 (the “Credit Agreement”).

The Credit Agreement Amendment, among other things, amends the Credit Agreement to (i) revise the definition of “Permitted Indebtedness” to include Chegg’s issuance of unsecured convertible notes in an aggregate principal amount of no more than $345,000,000 (the “Note Issuance”); (ii) revise the definitions of “Leverage Ratio” and “EBITDA” to account for expenses related to the Note Issuance and a related Capped Call (as defined in the Credit Agreement Amendment); and (iii) to permit the Capped Call and the repurchase of outstanding shares of Chegg’s common stock using proceeds from the Note Issuance.

Chegg will file a copy of the Credit Agreement Amendment with its next Quarterly Report on Form 10-Q for the quarterly period ending March 31, 2018.

Chegg and its subsidiaries from time to time have had, and may continue to have, various commercial, lending or other relationships with Wells Fargo and its affiliates.

Item 8.01 Other Events

On March 28, 2018, Chegg issued a press release announcing that it proposes to offer, subject to market conditions and other factors, $250.0 million aggregate principal amount of convertible senior notes due in 2023. Chegg also intends to grant to the initial purchasers of the notes the option to purchase up to an additional $37.5 million aggregate principal amount of notes. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description of Exhibit
99.1	Press release dated March 28, 2018, announcing Chegg, Inc.’s proposed offering of convertible senior notes.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CHEGG, INC.
Date: March 28, 2018	By:	/s/ Andrew Brown
		Andrew Brown
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Chegg to Offer $250.0 Million of Convertible Senior Notes Due 2023

SANTA CLARA, Calif., March 28, 2018 /PRNewswire/ -- Chegg, Inc. (NYSE: CHGG) today announced that it proposes to offer $250.0 million aggregate principal amount of convertible senior notes due 2023 (the “notes”), subject to market conditions and other factors. The notes are to be offered and sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”). Chegg also intends to grant to the initial purchasers of the notes an option to purchase up to an additional $37.5 million aggregate principal amount of notes.

The notes will be general unsecured, senior obligations of Chegg, and interest will be payable semi-annually.

The notes will mature on May 15, 2023, unless repurchased, redeemed or converted in accordance with their terms prior to such date. Prior to February 15, 2023, 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 Chegg common stock, cash or a combination of cash and shares of Chegg common stock, at the election of Chegg.

Chegg may not redeem the notes prior to May 20, 2021. Chegg may redeem for cash all or any portion of the notes, at its option, on or after May 20, 2021 if the last reported sale price of Chegg common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which Chegg provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which Chegg provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

Holders of the notes will have the right to require Chegg to repurchase for cash all or a portion of their notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of a fundamental change (as defined in the indenture relating to the notes). Chegg will also be required to increase the conversion rate for holders who convert their notes in connection with certain fundamental changes occurring prior to the maturity date or following Chegg’s issuance of a notice of redemption.

Morgan Stanley, BofA Merrill Lynch and Allen & Company LLC are acting as initial purchasers of the notes.

The interest rate, conversion rate, offering price and other terms are to be determined by negotiations between Chegg and the initial purchasers.

Chegg expects to use the net proceeds from the offering of the notes to pay the cost of the capped call transactions described below to manage potential dilution. In addition, Chegg expects to use up to approximately $20.0 million of the net proceeds from the offering to repurchase shares of its common stock concurrently with the pricing of the offering in privately negotiated transactions effected through Morgan Stanley & Co. LLC or one of its affiliates. Chegg expects to repurchase such shares from purchasers of the notes in the offering at a purchase price per share equal to the closing price per share of Chegg’s common stock on the date of the pricing of the offering. These repurchases could increase (or reduce the size of any decrease in) the market price of Chegg’s common stock prior to or concurrently with the pricing of the notes, and could result in a higher effective conversion price for the notes. Chegg intends to use the remainder of

the net proceeds for general corporate purposes, which may include acquisitions or other strategic transactions.

In connection with the offering of the notes, Chegg expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers of the notes and/or their respective affiliates and / or other financial institutions (the “capped call counterparties”). The capped call transactions will initially cover, subject to customary anti-dilution adjustments, the number of shares of Chegg common stock that will initially underlie the notes, assuming the initial purchasers do not exercise their option to purchase additional notes. The capped call transactions are expected generally to reduce or offset potential dilution to holders of Chegg’s common stock upon conversion of the notes and/or offset the potential cash payments that Chegg could be required to make in excess of the principal amount of any converted notes upon conversion thereof, with such reduction and/ or offset subject to a cap based on the cap price. If the initial purchasers of the notes exercise their option to purchase additional notes, Chegg may enter into additional capped call transactions with capped call counterparties that would initially cover, subject to customary anti-dilution adjustments, the number of shares of Chegg common stock that will initially underlie the notes purchased by the initial purchasers pursuant to their option to purchase additional notes.

In connection with establishing their initial hedge of the capped call transactions, the capped call counterparties have advised Chegg that they and/or their respective affiliates expect to enter into various derivative transactions with respect to Chegg common stock and/or purchase Chegg common stock concurrently with, or shortly after, the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Chegg common stock or the notes concurrently with, or shortly after, the pricing of the notes.

In addition, the capped call counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Chegg common stock and/or purchasing or selling Chegg common stock in secondary market transactions following the pricing of the notes and prior to the maturity of the notes. This activity could decrease (or avoid an increase) in the market price of Chegg common stock or the notes, which could affect noteholders’ ability to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the amount and value of the consideration that noteholders will receive upon conversion of such notes.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities (including the shares of Chegg 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 any shares of Chegg common stock issuable upon conversion of the notes have not been registered under the Act, 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.

Use of forward looking statements

This press release contains “forward-looking statements” including, among other things, statements relating to the timing of the proposed offering, the potential effects of capped call transactions and 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, whether or not Chegg will offer the notes or consummate the offering, the final terms of the offering, prevailing market conditions, the anticipated principal amount of the notes, which could differ based upon market conditions, the anticipated use of the proceeds of the offering, which could change as a result of market conditions or for other reasons, the impact of general economic, industry or political conditions in the United States or internationally, and

2

whether the capped call transactions will become effective. We undertake no obligation, and do not intend, to update these forward-looking statements after the date of this release.

CONTACT:  Investor contact: Tracey Ford, ir@chegg.com; Media contact: Heather Hatlo Porter, press@chegg.com

3