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BELLEVUE, Wash.–(BUSINESS WIRE)–Smartsheet Inc. (NYSE: SMAR), a leading cloud-based platform for work
execution, today announced a proposed underwritten public offering of
its Class A common stock consisting of 6,500,000 shares offered by
Smartsheet and 4,250,000 shares offered by certain selling shareholders.
In addition, Smartsheet and the selling shareholders expect to grant the
underwriters a 30-day option to purchase up to an additional 1,612,500
shares of Class A common stock, consisting of 975,000 shares from
Smartsheet and 637,500 shares from the selling shareholders, in the
offering. The offering is subject to market and other conditions and
there can be no assurance as to whether or when the offering may be
completed, or as to the actual size or terms of the offering.

Smartsheet intends to use the net proceeds from its sale of Class A
common stock in this offering for working capital and general corporate
purposes, which may include acquisitions of businesses, technologies, or
other assets. However, Smartsheet does not have any definitive plans,
agreements, or commitments with respect to any acquisitions or
investments at this time. Smartsheet will not receive any proceeds from
the sale of the shares by the selling shareholders.

Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC will be acting
as lead book-running managers for the offering. Jefferies LLC, William
Blair & Company, L.L.C., SunTrust Robinson Humphrey, Inc. and Canaccord
Genuity LLC will be acting as joint book-running managers, and Needham &
Company, LLC, Oppenheimer & Co. Inc., Stephens Inc., and D.A. Davidson &
Co. will be acting as co-managers.

The public offering will be made pursuant to an automatic shelf
registration statement on Form S-3 that was filed by Smartsheet with the
Securities and Exchange Commission (“SEC”) on June 10, 2019 and became
automatically effective upon filing. A preliminary prospectus supplement
and accompanying prospectus relating to and describing the terms of the
offering will be filed with the SEC and will be available on the SEC’s
website at www.sec.gov.
When available, copies of the preliminary prospectus supplement and
accompanying prospectus may be obtained from Morgan Stanley & Co. LLC,
Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New
York, NY 10014; or from J.P. Morgan Securities LLC, c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by
telephone at 866-803-9204, or by email at [email protected].

This press release shall not constitute an offer to sell or a
solicitation of an offer to buy the Class A common stock, nor shall
there be any sale of the Class A common stock in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.

Safe Harbor Statement

The information in this press release contains forward-looking
statements and information within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended, which are subject to the “safe
harbors” created by those sections.

This press release contains forward-looking statements that involve
substantial risks and uncertainties, including statements regarding the
intention to conduct an offer and sale of the Class A common stock.
These statements deal with future events and involve known and unknown
risks, uncertainties and other factors that may cause Smartsheet’s
achievements to be materially different from the information expressed
or implied by these forward-looking statements. For a discussion of
important factors that may cause Smartsheet’s actual achievements to
differ materially from those expressed or implied by Smartsheet’s
forward-looking statements, you should refer to Smartsheet’s preliminary
prospectus supplement filed with the SEC and available at www.sec.gov,
and the section entitled “Risk Factors” set forth in Smartsheet’s
Quarterly Report on Form 10-Q for the quarter ended April 30, 2019,
filed with the SEC on June 7, 2019, and other filings Smartsheet makes
with the SEC from time to time. Furthermore, such forward-looking
statements speak only as of the date of this press release. Smartsheet
undertakes no obligation to publicly update any forward-looking
statements or reasons why actual results might differ, whether as a
result of new information, future events or otherwise, except as
required by law.

Contacts

Investor Contact:
Aaron Turner
[email protected]

Media Contact:
Dan Benelisha
[email protected]