Item 1.01 - Entry into a Material Definitive Agreement.
On January 11, 2021, DocuSign, Inc. (the "Company") entered into a credit
agreement ("the Credit Agreement") by and among the Company, certain
subsidiaries of the Company from time to time as guarantors, the several lenders
from time to time party thereto (the "Lenders"), Bank of America, N.A., as
administrative agent (in such capacity, the "Administrative Agent") and L/C
issuer, the other L/C issuers from time to time party thereto, and BofA
Securities, Inc. and Silicon Valley Bank, as joint lead arrangers and joint
bookrunners, pursuant to which the Lenders would extend to the Company a
revolving credit facility in an aggregate principal amount of $500,000,000,
which amount may be increased by an additional $250,000,000 subject to the terms
of the Credit Agreement.
Revolving loans may be borrowed, repaid and reborrowed until the earlier of (i)
January 11, 2026 and (ii) 91 days prior to the maturity date of any Indebtedness
(as such term is defined in the Credit Agreement) with an aggregate outstanding
principal amount that exceeds the greater of (x) $150,000,000 and (y) 50% of
Consolidated EBITDA as of the most recent four fiscal quarter period preceding
such 91st day for which financial statements were required to be delivered
pursuant to the Credit Agreement, unless the Company satisfies certain
conditions set forth in the Credit Agreement, at which time all amounts borrowed
must be repaid.
Revolving loans may be prepaid, and revolving loan commitments may be
permanently reduced by the Company in whole or in part, without penalty or
premium.
As of January 11, 2021, the Company had no outstanding revolving loans under the
Credit Agreement.
Revolving loans under the Credit Agreement will bear interest, at the Company's
option, at either (i) a floating rate per annum equal to the base rate plus a
margin of from 0.25% to 0.75% depending on the Company's Consolidated Leverage
Ratio or (ii) a per annum rate equal to the rate at which dollar deposits are
offered in the London interbank market plus a margin of from 1.25% to 1.75%,
depending on the Company's Consolidated Leverage Ratio. During a payment event
of default under the Credit Agreement, the applicable interest rates are
increased by 2.0% per annum.
In the Credit Agreement, the base rate is defined as the greatest of (i) Bank of
America's prime rate, (ii) the federal funds rate plus 0.50% or (iii) a per
annum rate equal to the rate at which dollar deposits are offered in the London
interbank market for a period of one month (but not less than zero) plus 1.00%.
Loans based on the base rate shall be made only to domestic borrowers and
denominated in U.S. Dollars.
Under the Credit Agreement, the Company will pay to the Administrative Agent for
the account of each revolving lender a commitment fee on a quarterly basis based
on amounts committed but unused under the revolving facility from 0.25 to 0.30%
per annum depending on the Company's Consolidated Leverage Ratio. The Company is
also obligated to pay the Administrative Agent fees customary for credit
facilities of these sizes and types.
The Credit Agreement contains customary representations, warranties, and
affirmative and negative covenants, including financial covenants. The negative
covenants include restrictions on the incurrence of liens and indebtedness,
certain investments, dividends, stock repurchases and other matters, all subject
to certain exceptions. The financial covenants require (a) the Company not to
exceed a maximum leverage ratio of 4.00:1.00, subject to a step-down to
3.75:1.00 after four fiscal quarters, and subject to a step-up by 0.50:1.00 at
the election of the Company for four fiscal quarters following an Qualified
Acquisition (as defined in the Credit Agreement), and (b) the Company not to
have a Consolidated Interest Coverage Ratio (as defined in the Credit Agreement)
of less than 3.00:1.00.
The Credit Agreement includes customary events of default that include, among
other things, non-payment of principal, interest or fees, inaccuracy of
representations and warranties, violation of certain covenants, cross default to
certain other indebtedness, bankruptcy and insolvency events, material
judgments, change of control and certain material ERISA events. The occurrence
of an event of default could result in the acceleration of the obligations under
the Credit Agreement.
The Company's obligations under the Credit Agreement are guaranteed by certain
of the Company's subsidiaries. The Company's obligations under the Credit
Agreement are secured by a first priority security interest in substantially all
of the assets of the Company and certain of the Company's subsidiaries.
The Administrative Agent and the Lenders, and certain of their respective
affiliates, have provided, and in the future may provide, financial, banking and
related services to the Company. These parties have received, and in the future
may receive, compensation from the Company for these services.

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The foregoing summary and description of the provisions of the Credit Agreement
does not purport to be complete and is qualified in its entirety by reference to
the full text of the Credit Agreement, a copy of which is filed as Exhibit 99.1
with this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03 - Creation of a Direct Financing Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 is incorporated herein by reference.
Item 8.01 - Other Events.
Credit Facility Press Release
A copy of the press release announcing the Company's entry into the Credit
Agreement is attached hereto as Exhibit 99.2 and is incorporated by reference
herein.
Proposed Offering of Convertible Senior Notes Press Release
On January 11, 2021, the Company issued a press release announcing that it
proposes to offer, subject to market conditions and other factors, $500.0
million aggregate principal amount of convertible senior notes due 2024 in a
private placement (the "Notes"). The Company also intends to grant the initial
purchasers of the Notes an option to purchase up to an additional $75.0 million
aggregate principal amount of notes.
The Notes will be sold to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended.
A copy of the press release announcing the proposed offering of the Notes is
attached hereto as Exhibit 99.3 and is incorporated herein by reference.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No.                  Description

99.1                   Credit Agreement, dated as of January 11, 2021, among the Company, Bank of
                     America, N.A., BofA Securities, Inc. and Silicon Valley Bank, and the lenders
                     thereunder.

99.2                   Press release dated January 11, 2021 announcing entry into Credit Agreement

99.3                   Press release dated January 11, 2021 announcing the proposed offering of the
                     Notes

104                  Cover Page Interactive Data File (the cover page XBRL tags are embedded within
                     the inline XBRL document).

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