Tyler Technologies, Inc. Announces Proposed Offering of Convertible Senior Notes due 2026 and Convertible Senior Notes due 2028
03 Marzo 2021 - 10:01PM
Business Wire
Tyler Technologies, Inc. (NYSE: TYL) today announced its
intention to offer, subject to market and other conditions,
$1,000,000,000 aggregate principal amount of convertible senior
notes due 2026 (the “2026 Notes”) and $600,000,000 aggregate
principal amount of convertible senior notes due 2028 (the “2028
Notes” and, together with the 2026 Notes, the “Notes”) in a private
offering to “qualified institutional buyers” pursuant to Rule 144A
under the Securities Act of 1933, as amended (the “Securities
Act”). Tyler also expects to grant the initial purchasers of the
Notes a 13-day option to purchase up to an additional $150,000,000
aggregate principal amount of 2026 Notes and up to an additional
$90,000,000 aggregate principal amount of 2028 Notes.
The Notes will be senior, unsecured obligations of Tyler and
will accrue interest payable semi-annually in arrears. The 2026
Notes will mature on March 15, 2026, and the 2028 Notes will mature
on March 15, 2028, in each case unless earlier repurchased,
redeemed or converted. Holders of the Notes will have the right to
convert their Notes in certain circumstances and during specified
periods. Tyler will settle conversions of the Notes either entirely
in cash or in a combination of cash and shares of its common stock,
at Tyler’s election. However, upon conversion of any Notes, the
conversion value, which will be determined proportionately over a
period of multiple trading days, will be paid in cash up to the
principal amount of the Notes being converted.
The Notes will be redeemable, in whole or in part, for cash at
Tyler’s option at any time, and from time to time, on or after
March 15, 2024 (in the case of the 2026 Notes) or March 17, 2025
(in the case of the 2028 Notes) and on or before the 30th scheduled
trading day immediately before the maturity date of such series of
Notes, but only if the last reported sale price per share of
Tyler’s common stock exceeds 130% of the conversion price of such
series of Notes for a specified period of time. The redemption
price will be equal to the principal amount of the Notes to be
redeemed, plus accrued and unpaid interest, if any, to, but
excluding, the redemption date. Holders of the Notes will have the
right to require Tyler to repurchase their Notes upon the
occurrence of a fundamental change (as defined in the indentures
governing the Notes) at a cash repurchase price equal to the
principal amount of the Notes to be repurchased, plus accrued and
unpaid interest, if any, to, but excluding, the fundamental change
repurchase date. The interest rate, initial conversion rate and
other terms of each series of Notes will be determined at the
pricing of the offering.
Tyler intends to use the net proceeds from the offering to fund
the purchase price of its previously announced acquisition of NIC
Inc. (the “NIC Acquisition”) and to pay fees and expenses related
to the NIC Acquisition, and, in the event that the NIC Acquisition
does not close, for general corporate purposes (which may include
future acquisitions).
The offer and sale of the Notes and any shares of common stock
issuable upon conversion of the Notes have not been, and will not
be, registered under the Securities Act, or any other securities
laws, and the Notes and any such shares cannot be offered or sold
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
any other applicable securities laws.
This press release does not constitute an offer to sell, or the
solicitation of an offer to buy, the Notes or any shares of common
stock issuable upon conversion of the Notes, nor will there be any
offer, solicitation or sale of the Notes or any such shares, in any
state or other jurisdiction in which such offer, solicitation or
sale would be unlawful.
About Tyler Technologies
Tyler Technologies (NYSE: TYL) provides integrated software and
technology services to the public sector. Tyler's end-to-end
solutions empower local, state, and federal government entities to
operate more efficiently and connect more transparently with their
constituents and with each other. By connecting data and processes
across disparate systems, Tyler's solutions are transforming how
clients gain actionable insights that solve problems in their
communities. Tyler has more than 27,000 successful installations
across more than 11,000 sites, with clients in all 50 states,
Canada, the Caribbean, Australia, and other international
locations. Tyler has been named to Government Technology's GovTech
100 list five times and has been recognized three times on Forbes'
"Most Innovative Growth Companies" list.
Forward-Looking
Statements
This press release includes forward-looking statements,
including statements regarding the anticipated terms of the Notes
being offered, the completion, timing and size of the proposed
offering and the intended use of the proceeds. Forward-looking
statements represent Tyler’s current expectations regarding future
events and are subject to known and unknown risks and uncertainties
that could cause actual results to differ materially from those
indicated in, or implied by, the forward-looking statements. Among
those risks and uncertainties are market conditions, including
market interest rates, the trading price and volatility of Tyler’s
common stock and risks relating to Tyler’s business, including
those described in periodic reports that Tyler files from time to
time with the Securities and Exchange Commission. Tyler may not
consummate the proposed offering described in this press release
and, if the proposed offering is consummated, cannot provide any
assurances regarding the final terms of the offering or the Notes
or its ability to effectively apply the net proceeds as described
above. The forward-looking statements included in this press
release speak only as of the date of this press release, and Tyler
does not undertake to update the statements included in this press
release for subsequent developments, except as may be required by
law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210303005952/en/
Brian K. Miller Executive Vice President & CFO Tyler
Technologies, Inc. 972-713-3720 brian.miller@tylertech.com
Grafico Azioni Tyler Technologies (NYSE:TYL)
Storico
Da Giu 2024 a Lug 2024
Grafico Azioni Tyler Technologies (NYSE:TYL)
Storico
Da Lug 2023 a Lug 2024