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: March 1, 2021

(Date of earliest event reported)

Chegg, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

001-36180	20-3237489
(Commission File Number)	(IRS 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)

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:

☐    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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value per share	CHGG	The New York Stock Exchange

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 8.01     Other Events

Chegg, Inc. (“Chegg”) issued a notice of redemption to the holders of its outstanding 0.25% Convertible Senior Notes due 2023 (the “Convertible Notes”) on March 1, 2021, pursuant to which it will redeem the outstanding Convertible Notes for cash at a price of 100% of the principal amount of the Convertible Notes, plus accrued and unpaid interest, if any, on May 20, 2021 (the “Redemption Date”), unless earlier converted. Prior to the Redemption Date, the holders of the Convertible Notes are entitled to convert to shares of Chegg common stock at a rate of 37.1051 shares per $1,000 principal amount of Convertible Notes. In the event any holder delivers a conversion notice as provided in that certain Indenture dated as of April 3, 2018 (the “Indenture”) related to the Convertible Notes, Chegg intends to satisfy its conversion obligation with respect to each $1,000 principal amount of Convertible Notes tendered by Combination Settlement (as defined in the Indenture), where Chegg intends to settle outstanding principal with cash and the remainder by delivery of shares of Common Stock. A copy of the notice of redemption is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.	Description
99.1	Notice of Full Redemption of 0.25% Convertible Senior Notes due 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements contained herein that do not describe historical facts, including, but not limited to, settlement of Convertible Notes prior to the Redemption Date, are forward-looking statements. The words “intends” and “will” and similar expressions are intended to identify these forward-looking statements. These forward-looking statements are subject to a number of risk, uncertainties and assumptions, including Chegg’s ability to settle the Convertible Notes prior to the Redemption Date in cash and shares of Common Stock. In addition, new risks may emerge from time to time and it is not possible for the Company to predict all risks, nor can it assess the impact of all factors on its business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward‑looking statements made. In light of these risks, uncertainties and assumptions, the future events discussed in this Current Report on Form 8‑K may not occur and actual results could differ from those anticipated or implied in the forward‑looking statements.

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 thereunto duly authorized.

CHEGG, INC.
By: /s/ Andrew Brown
Andrew Brown
Chief Financial Officer

Date: March 1, 2021

Document

Exhibit 99.1

NOTICE OF FULL REDEMPTION

Chegg, Inc.

March 1, 2021

TO:	All holders of outstanding 0.25% Convertible Senior Notes due 2023 of Chegg, Inc.

Dear Note Holder:

Pursuant to that certain Indenture dated as of April 3, 2018 (the “Indenture”) between Chegg, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, National Association, as Trustee (the “Trustee”), the Company originally issued $345,000,000 in principal amount of 0.25% Senior Convertible Notes due 2023 (the “Notes”). This letter shall serve as formal notice pursuant to Section 16.02 of the Indenture that the Company has elected to redeem in full all of the outstanding Notes on May 20, 2021 (the “Redemption Date”).

Key Information
Redemption Date:	May 20, 2021
Redemption Price:	100% of the principal amount of Notes, plus accrued interest, if any, to the Redemption Date
Applicable Conversion Price:	$26.95 per share of Common Stock
Applicable Conversion Rate:	37.1051 shares of Common Stock per $1,000 principal amount of Notes
CUSIP Number of the Notes*:	163092AB5

OPTIONS AVAILABLE TO HOLDERS OF NOTES

1.Conversion of Notes into Common Stock

At any time prior to 5:00 p.m., New York City time, on Wednesday, May 19, 2021, the last business day prior to the Redemption Date, each $1,000.00 principal amount of the Notes is convertible, at the option of the holder, at the conversion price of $26.95 per share, into 37.1051 shares of the Company’s common stock (the “Common Stock”). The closing price of the Common Stock as reported on The New York Stock Exchange on February 26, 2021 was $96.53 per share. Holders of Notes are urged to obtain current market quotations for the Common Stock (NYSE: NYSE). In the event such conversion would result in a fractional share of Common Stock, an amount equivalent to the value of the fractional share based on the closing sale price of the Common Stock on the conversion date will be paid in cash by the Company as provided in the Indenture. The Settlement Method for all Notes so converted shall be Combination Settlement (as defined in the Indenture), where the Company intends to settle outstanding principal with cash and the remainder by delivery of shares of Common Stock.

The conversion right expires at 5:00 p.m., New York City time, on May 19, 2021 unless the Company fails to pay the Redemption Price. Any Notes which have not been properly delivered for conversion in accordance with the Indenture prior to such time will be automatically redeemed. Holders who want to convert Notes into Common Stock must satisfy the requirements set forth in the Notes and in the Indenture. The address of Wells Fargo Bank, National Association, the paying agent and the conversion agent for the Notes, is as follows:

Wells Fargo Bank, NA

Corporate Trust Operations

MAC N9300-070

600 South Fourth Street

Seventh Floor

Minneapolis, MN 55402

2.     Redemption of Notes
   

Any Notes which have not been converted into Common Stock on or prior to 5:00 p.m., New York City time, on May 19, 2021 will be redeemed on the Redemption Date. Upon redemption, a holder will receive 100% of the principal amount of such holder’s Notes (the “Redemption Price”) and accrued and unpaid interest thereon to, but excluding, the Redemption Date. On and after the Redemption Date, and unless the Company defaults in the payment of the Redemption Price, interest will cease to accrue and holders of Notes will not have any rights as such holders other than the right to receive 100% of the principal amount of such holder’s Notes, without further interest, upon surrender of their Notes to Wells Fargo, National Association (in such capacity, the “Paying Agent”).

To receive payment of the Redemption Price and accrued and unpaid interest on the Notes to, but excluding, the Redemption Date, holders must surrender the Notes to the Paying Agent for cancellation. The address of the Paying Agent is as follows:

Wells Fargo Bank, NA

Corporate Trust Operations

MAC N9300-070

600 South Fourth Street

Seventh Floor

Minneapolis, MN 55402

IMPORTANT INFORMATION REGARDING TAX CERTIFICATION AND POTENTIAL WITHHOLDING:

Pursuant to U.S. federal tax laws, you have a duty to provide the applicable type of tax certification form issued by the U.S. Internal Revenue Service (“IRS”) to Wells Fargo Bank, N.A. Corporate Trust Services to ensure payments are reported accurately to you and to the IRS. In order to permit accurate withholding (or to prevent withholding), a complete and valid tax certification form must be received by Wells Fargo Bank, N.A. Corporate Trust Services before payment of the redemption proceeds is made to you. Failure to timely provide a valid tax certification form as required will result in the maximum amount of U.S. withholding tax being deducted from any redemption payment that is made to you.

*Note: The Company and the Trustee shall not be responsible for selection or use of the CUSIP numbers selected, nor is any representation made as to their correctness indicated in the notice or printed on any Notes. They are included solely for the convenience of the holders.

QUESTIONS/FURTHER INFORMATION

If you have any questions regarding the redemption of the Notes or related matters, you may contact the following persons:

Indenture Trustee for the Notes	The Company
Wells Fargo Bank, National Association<br>Bondholder Communications<br>Phone: (800)-344-5128<br>Email: Bondholdercommunications@wellsfargo.com	Chegg, Inc.<br>3990 Freedom Circle<br>Santa Clara, CA 95054<br>Attention: Robin Tomasello<br>Phone: 408-855-5700<br>Email: treasury@chegg.com