Davis Polk advised Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC as joint book-running managers and representatives of the initial purchasers in connection with a Rule 144A offering by ServiceNow, Inc. of $575 million aggregate principal amount of 0% convertible senior notes due 2018, which included $75 million aggregate principal amount of notes from the full exercise of the initial purchasers’ over-allotment option. In addition, Davis Polk advised Morgan Stanley & Co. International plc, JPMorgan Chase Bank, National Association and RBC Capital Markets, LLC as counterparties to convertible note hedge and warrant transactions in connection with the convertible notes offering.

Headquartered in Santa Clara, California, ServiceNow is a leading provider of cloud-based services to automate enterprise IT operations. It focuses on automating and standardizing service relationships and consolidating IT across a global enterprise.

The Davis Polk corporate team included partner Bruce K. Dallas and associate Jeffrey Gould. The equity derivatives team included partner Mark M. Mendez and associate Noah L. Wynkoop. The tax team included partner Rachel D. Kleinberg and associate Catherine Paskoff Chang. Members of the Davis Polk team are based in the Menlo Park and New York offices.



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