Citrix Announces Pricing of $750 Million Senior Notes

FORT LAUDERDALE, Fla. – November 13, 2017 – Citrix Systems, Inc. (NASDAQ:CTXS) today announced the pricing of a $750 million underwritten public offering of its 4.500% Senior Notes due 2027 (“Notes”), to fund the repurchase of $750 million of its common stock through an accelerated share repurchase (“ASR”) transaction, which Citrix has entered into with Citibank, N.A. The effectiveness of the ASR is conditioned upon the closing of the Notes offering.

The public offering price of the Notes is 4.500% of the principal amount. The offering is expected to close on November 15, 2017, subject to the satisfaction of customary closing conditions. Citrix estimates that the net proceeds from the offering of the Notes will be approximately $742.6 million, after deducting the underwriting discount and estimated offering expenses payable by Citrix. When issued, the Notes will be unsecured senior obligations of Citrix and bear interest at a rate of 4.500% per annum, payable semi-annually on June 1 and December 1 of each year, commencing June 1, 2018. The Notes will mature on December 1, 2027, unless earlier redeemed in accordance with their terms prior to such date. Among other terms, under certain circumstances, holders of the Notes may require Citrix to repurchase their Notes upon the occurrence of a change of control prior to maturity for cash at a repurchase price equal to 101% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest to, but excluding, the repurchase date, if any.

The offering is being made through an underwriting syndicate led by Goldman Sachs & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint book-running managers.  Copies of the prospectus supplement and prospectus related to the offering may be obtained by contacting Goldman Sachs & Co. LLC, attention: Prospectus Department, 200 West Street, New York, NY 10282, telephone: 1-866-471-2526, facsimile: 1-212-902-9316 or by emailing prospectus-ny@ny.email.gs.com; or Merrill Lynch, Pierce, Fenner & Smith Incorporated, attention: Prospectus Department,  NC1-004-03-43 200 North College Street, 3rd floor, Charlotte, NC  28255-0001, telephone: 1-800-294-1322 or by emailing: dg.prospectus_requests@baml.com.

The offering is being made pursuant to an effective shelf registration statement under the Securities Act of 1933, as amended, and these securities are only being offered by means of the prospectus supplement and prospectus related to the offering, which have been or will be filed with the Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any offer or sale of these securities, in any state or other jurisdiction where, or to any person to whom, the offer, solicitation or sale of these securities would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.