Q2 Holdings, Inc. Announces Launch of Proposed Follow-on Offering of Common Stock
04 Giugno 2019 - 10:55PM
Business Wire
Q2 Holdings, Inc. (NYSE: QTWO), a leading provider of digital
transformation solutions for banking and lending, today announced
that it has commenced a roadshow to market its common stock in
connection with its proposed follow-on public offering. Q2 and
certain of its stockholders are proposing to sell an aggregate of
2,150,000 shares, consisting of 2,030,000 shares to be offered by
Q2 and 120,000 shares to be offered by the selling stockholder. In
addition, the underwriters will be granted a 30-day option to
purchase up to 322,500 additional shares from Q2.
J.P. Morgan, Morgan Stanley and Stifel are serving as joint
book-running managers for the offering.
Concurrently with the proposed public offering of common stock,
the Company is offering to qualified institutional buyers, in an
offering exempt from registration under the Securities Act of 1933,
as amended, $200,000,000 aggregate principal amount of convertible
senior notes due 2026, which we refer to as the notes, or a total
of $230,000,000 aggregate principal amount of notes if the initial
purchasers in the concurrent notes offering exercise in full their
13-day option to purchase additional notes. The public offering of
common stock is not contingent upon the consummation of the
concurrent notes offering, and the concurrent notes offering is not
contingent upon the consummation of the public offering of common
stock.
The Company intends to use the net proceeds from the equity
offering, together with the net proceeds from the note offering,
for general corporate purposes, including working capital, capital
expenditures, potential acquisitions and strategic transactions;
however, the Company has not designated any specific uses and has
no current agreements with respects to any material acquisition or
strategic transactions.
A registration statement relating to the offering of common
stock was filed with the Securities and Exchange Commission on June
3, 2019 and is effective. The offering of common stock will be made
only by means of a prospectus supplement and accompanying
prospectus. Copies of the preliminary prospectus supplement and the
accompanying prospectus may be obtained from: J.P. Morgan
Securities LLC, c/o: Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, New York 11717, or by telephone at (866)
803-9204; Morgan Stanley & Co. LLC, Attention: Prospectus
Department, 180 Varick Street, 2nd Floor, New York, NY 10014; or
Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate,
One Montgomery Street, Suite 3700, San Francisco, CA 94104, or by
telephone at (415) 364-2720.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
Forward-looking Statements:
This press release contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995
regarding the planned offering. Words such as “anticipates,”
“estimates,” “expects,” “projects,” “forecasts,” “intends,”
“plans,” “will,” “believes” and words and terms of similar
substance used in connection with any discussion identify
forward-looking statements. These forward-looking statements are
based on management’s current expectations and beliefs about future
events and are inherently susceptible to uncertainty and changes in
circumstances. Except as required by law, the Company is under no
obligation to, and expressly disclaim any obligation to, update or
alter any forward-looking statements whether as a result of such
changes, new information, subsequent events or otherwise. With
respect to the planned offering, such uncertainties and
circumstances include whether the Company will offer the common
stock or consummate the offering and the concurrent private
placement of notes, and the use of the net proceeds from the equity
offering and concurrent notes offering. Various factors could also
adversely affect the Company’s operations, business or financial
results in the future and cause the Company’s actual results to
differ materially from those contained in the forward-looking
statements, including those factors discussed in detail in the
“Risk Factors” sections contained in the Company’s Annual Report on
Form 10-K for the year ended December 31, 2018 filed with the
Securities and Exchange Commission and available on the SEC Filings
section of the Investor Services section of Q2’s website at
http://investors.q2ebanking.com/.
About Q2 Holdings, Inc.
Q2, a financial experience company headquartered in Austin,
Texas, builds stronger communities by strengthening the financial
institutions that serve them. We empower banks, credit unions and
other financial services providers to be the ever-present companion
on an account holder’s financial journey—helping our customers
unlock new opportunities, grow their businesses and improve
efficiencies. To learn more about Q2, visit www.q2ebanking.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20190604006084/en/
MEDIA CONTACT:Emma ChaseRed Fan CommunicationsO: (512)
551-9253 / C: (512) 917-4319emma@redfancommunications.com
INVESTOR CONTACT:Josh YankovichQ2 Holdings, Inc.O: (512)
682-4463josh.yankovich@q2ebanking.com
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