Q2 Holdings, Inc. Announces Private Offering of $200 Million of Convertible Senior Notes due 2026
04 Giugno 2019 - 10:59PM
Business Wire
Q2 Holdings, Inc. (NYSE: QTWO), a leading provider of digital
transformation solutions for banking and lending, today announced
that it intends to offer, subject to market conditions and other
factors, $200 million aggregate principal amount of convertible
senior notes due 2026 (the “Convertible Notes”) in a private
placement to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended (the “Securities
Act”). The Company expects to grant a 13-day option to the initial
purchasers to purchase up to an additional $30 million aggregate
principal amount of Convertible Notes.
The Convertible Notes will be unsecured, unsubordinated
obligations of the Company and are expected to pay interest
semiannually. The Convertible Notes will mature on June 1, 2026,
unless repurchased or converted in accordance with their terms
prior to such date. Prior to March 1, 2026, the Convertible Notes
will be convertible only upon the satisfaction of certain
conditions and during certain periods, and thereafter at any time
prior to the close of business on the second scheduled trading day
immediately preceding the maturity date regardless of these
conditions. The Convertible Notes will be convertible into cash,
shares of the Company’s common stock or a combination of cash and
shares of the Company’s common stock, at the Company’s election.
The initial conversion rate, interest rate and other terms of the
Convertible Notes will be determined at the time of pricing in
negotiations with the initial purchasers of the Convertible
Notes.
In connection with the offering, the Company intends to enter
into privately negotiated capped call transactions with option
counterparties that may include one or more of the initial
purchasers or their affiliates. The capped call transactions will
cover, subject to anti-dilution adjustments, the number of shares
of common stock underlying the convertible notes sold in the
offering. If the initial purchasers exercise their option to
purchase additional notes, the Company may enter into additional
capped call transactions with the option counterparties. The capped
call transactions are generally expected to reduce potential
dilution to Q2’s common stock upon conversion of the convertible
notes and/or offset any cash payments Q2 is required to make in
excess of the principal amount of converted notes, as the case may
be.
The Company intends to use a portion of the net proceeds of the
offering to pay the cost of the capped call transactions. The
Company intends to use the remainder of the net proceeds from the
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. If the initial purchasers
exercise their option to purchase additional notes, the Company
intends to use a portion of the net proceeds to fund the cost of
entering into additional capped call transactions. Any remaining
net proceeds from the sale of additional notes will be used for
general corporate purposes.
The Company has been advised that, in connection with
establishing their initial hedges of the capped call transactions,
the option counterparties and/or their affiliates (i) expect to
purchase shares of the Company’s common stock and/or enter into
derivative transactions with respect to the Company’s common stock
concurrently with, or shortly after, the pricing of the Convertible
Notes and (ii) may modify their hedge positions by entering into or
unwinding derivative transactions with respect to the Company’s
common stock and/or purchasing or selling the Company’s common
stock or other securities of the Company in secondary market
transactions following the pricing of the Convertible Notes and
prior to the maturity of the Convertible Notes. These activities
could have the effect of increasing, or preventing a decline in,
the market price of the Company’s common stock concurrently with,
or shortly following, the pricing of the Convertible Notes. The
effect, if any, of these activities, including the direction or
magnitude, on the market price of the Company’s common stock will
depend on a variety of factors, including market conditions, and
cannot be ascertained at this time. Any of these activities could,
however, adversely affect the market price of the Company’s common
stock.
Concurrently with the offering of notes, the Company and a
selling stockholder are offering an aggregate of 2,150,000 shares
of the Company’s common stock in an underwritten public offering.
The Company also intends to grant the underwriters a 30-day option
to purchase up to an additional 322,500 shares of the Company’s
common stock. The notes offering is not contingent upon the
concurrent public offering of common stock, and the concurrent
public offering of common stock is not contingent upon the notes
offering.
This press release is neither an offer to sell nor a
solicitation of an offer to buy the Convertible Notes or the shares
of common stock issuable upon conversion of the Convertible Notes,
if any, nor shall there be any sale of these securities in any
state or jurisdiction in which such an offer, solicitation or sale
would be unlawful prior to the registration or qualification under
the securities laws of any such state or jurisdiction. Any offer of
these securities will be made only by means of a private offering
memorandum.
The Convertible Notes and the shares of common stock issuable
upon conversion of the Convertible Notes, if any, have not been
registered under the Securities Act, or the securities laws of any
other jurisdiction, and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements.
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 notes or
consummate the offering; the anticipated terms of the notes and the
use of the net proceeds from the offering; and whether the capped
call transactions will become effective. 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/20190604006085/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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