Envestnet, Inc. Announces Pricing of Convertible Notes Offering
August 17 2020 - 9:54PM
Business Wire
Envestnet, Inc. (NYSE:ENV) (the “Company”), a leading provider
of intelligent systems for wealth management and financial
wellness, announced today that it has priced an offering of $450
million aggregate principal amount of 0.75% convertible notes due
2025 (the “Notes”), which will be sold in a private offering to
qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”). The
Company also granted to the initial purchasers of the Notes an
option to purchase within a 13-day period up to an additional $67.5
million aggregate principal amount of Notes. The sale is expected
to close on August 20, 2020, subject to customary closing
conditions.
The Notes will be general unsecured obligations, subordinated in
right of payment to the Company’s obligations under its revolving
credit facility.
The Notes will mature on August 15, 2025, unless earlier
purchased, redeemed or converted. Interest will accrue on the Notes
at a rate of 0.75% per year and will be payable semiannually, in
arrears, on February 15 and August 15 of each year, beginning on
February 15, 2021.
The Notes will be convertible at the option of the holders,
prior to the close of business on the business day immediately
preceding February 15, 2025 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 will be 9.3682 shares of the Company’s common stock for each
$1,000 principal amount of Notes (equivalent to an initial
conversion price of approximately $106.74 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 may redeem all or any portion of the Notes for cash,
at its option, on or after August 15, 2023, at a redemption price
equal to 100% of the principal amount thereof, plus accrued and
unpaid interest to, but excluding, the redemption date, if the last
reported sale price of the Company’s common stock has been at least
130% of the conversion price then in effect for at least 20 trading
days (whether or not consecutive) during any 30 consecutive trading
day period (including the last trading day of such period) ending
on, and including, any of the five trading days immediately
preceding the date on which the Company provides notice of
redemption.
The Company estimates that the net proceeds from the sale of the
Notes, after deducting initial purchaser discounts and offering
expenses, will be approximately $436.8 million or approximately
$502.5 million assuming the initial purchasers exercise their
option to purchase additional Notes in full. The Company intends to
use a portion of the net proceeds from the offering to repay the
outstanding principal balance of its revolving credit facility. The
Company intends to use the remaining net proceeds from the
offering, for general corporate purposes, which may include
selective strategic investments through acquisitions, alliances or
other transactions.
The Notes were offered to qualified institutional buyers
pursuant to Rule 144A under the Securities Act. Neither the Notes
nor the shares of the Company’s common stock into which the Notes
are convertible have been, or will be, registered under the
Securities Act or the securities laws of any other jurisdiction,
and unless so registered, may not be offered or sold in the United
States except pursuant to an applicable exemption from such
registration requirements.
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.
Cautionary Statement
The statements in this release relating to the terms and timing
of the proposed offering and 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 closing date of the offering, 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 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 August 17, 2020
press release, or to reflect the occurrence of unanticipated
events.
About Envestnet
Envestnet, Inc. (NYSE:ENV) is transforming the way financial
advice and wellness are delivered. Our mission is to empower
advisors and financial service providers with innovative
technology, solutions, and intelligence to make financial wellness
a reality for everyone. Over 103,000 advisors and more than 4,900
companies including: 16 of the 20 largest U.S. banks, 46 of the 50
largest wealth management and brokerage firms, over 500 of the
largest RIAs and hundreds of FinTech companies, leverage the
Envestnet platform to grow their business and client
relationships.
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