Envestnet, Inc. Announces Closing of Convertible Notes Offering
December 15 2014 - 11:36AM
Business Wire
Envestnet, Inc. (NYSE:ENV) (the “Company”), a leading provider
of unified wealth management technology and services to investment
advisors and wealth managers, announced today the closing of its
offering of $150.0 million aggregate principal amount of 1.75%
convertible notes due 2019 (the “Notes”) in an underwritten public
offering. The Company also granted to the underwriters of the Notes
an option to purchase within a 30-day period up to an additional
$22.5 million aggregate principal amount of Notes to cover
over-allotments. Stifel, Credit Suisse and BMO Capital Markets
acted as joint book-running managers, and Sandler O’Neill +
Partners, L.P., Sterne Agee and William Blair acted as co-managers
for the offering.
The Notes are general unsecured obligations, subordinated in
right of payment to the Company’s obligations under its revolving
credit facility.
The Notes will mature on December 15, 2019, unless earlier
purchased or converted. Interest accrues on the Notes at a rate of
1.75% per year and is payable semiannually in arrears on June 15
and December 15 of each year, beginning on June 15, 2015.
The Notes are convertible at the option of the holders, prior to
the close of business on the business day immediately preceding
July 1, 2019 only under certain circumstances and during certain
periods, and thereafter, at any time until the close of business on
the second scheduled trading day immediately preceding the maturity
date. The initial conversion rate for the Notes is 15.9022 shares
of the Company’s common stock for each $1,000 principal amount of
Notes (equivalent to an initial conversion price of approximately
$62.88 per share of the Company’s common stock). Upon conversion,
the Notes may be settled, at the Company’s election, in cash,
shares of the Company’s common stock, or a combination of cash and
shares of the Company’s common stock.
The Company estimates that the net proceeds from the sale of the
Notes, after deducting underwriting discounts and offering
expenses, will be approximately $145.1 million (or approximately
$166.9 million if the underwriters exercise in full their option to
purchase additional Notes). The Company expects to use the net
proceeds of the offering for general corporate purposes, including
for selective strategic investments through acquisitions, alliances
or other transactions
This announcement is neither an offer to sell nor a solicitation
of an offer to buy the Notes (or the shares of the Company’s common
stock into which the Notes are convertible), nor will there be any
offer, solicitation or sale in any jurisdiction in which such
offer, solicitation or sale is unlawful.
The offering is being made only by means of a prospectus
supplement and accompanying prospectus. When available, you may get
these documents for free by visiting EDGAR on the SEC’s website at
www.sec.gov. Alternatively, copies of the prospectus supplement and
accompanying prospectus may be obtained by contacting Stifel,
Nicolaus & Company, Incorporated, Attention: Syndicate, One
Montgomery Street, Suite 3700, San Francisco, California 94104, by
telephone at (415) 364-2720 or by email to
syndprospectus@stifel.com; or by contacting Credit Suisse
Securities (USA) LLC, Attention: Prospectus Department, One Madison
Avenue, New York, NY 10010, by telephone at (800) 221-1037, or by
email to newyork.prospectus@credit-suisse.com; or by contacting BMO
Capital Markets Corp., Attention: Equity Syndicate Department, 3
Times Square, 27th Floor, New York, NY 10036, by telephone at (800)
414-3627 or by email to bmoprospectus@bmo.com.
Cautionary Statement
The statements in this release relating to the expected use of
proceeds from the offering are forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These statements involve risks and
uncertainties that could cause actual results to differ materially,
including, but not limited to, the anticipated use of the proceeds
of the offering, which could change as a result of market
conditions or for other reasons, and the impact of general
economic, industry or political conditions in the United States or
internationally. Factors that could cause such differences are
described in the Company’s prospectus supplement and the Company’s
periodic filings with SEC.
You are cautioned not to place undue reliance on the Company’s
forward-looking statements, which speak only as of the date such
statements are made. The Company does not undertake any obligation
to publicly update any forward-looking statements to reflect
events, circumstances or new information after this December 15,
2014 press release, or to reflect the occurrence of unanticipated
events.
About Envestnet
Envestnet, Inc. (NYSE:ENV) is a leading provider of unified
wealth management technology and services to investment advisors.
Our open-architecture platforms unify and fortify the wealth
management process, delivering unparalleled flexibility, accuracy,
performance and value. Envestnet solutions enable the
transformation of wealth management into a transparent,
independent, objective and fully-aligned standard of care, and
empower advisors to deliver better results.
Envestnet’s Advisor Suite® software empowers financial advisors
to better manage client outcomes and strengthen their practice.
Envestnet provides institutional-quality research and advanced
portfolio solutions through our Portfolio Management Consultants
group, Envestnet | PMC®. Envestnet | Tamarac provides leading
rebalancing, reporting and practice management software.
Envestnet, Inc.Investor
Relations312-827-3940investor.relations@envestnet.comorMedia
Relationsmediarelations@envestnet.com
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