Envestnet, Inc. Announces Closing of Convertible Notes Offering
August 20 2020 - 4:05PM
Business Wire
Envestnet, Inc. (NYSE: ENV) (the “Company”), a leading provider
of intelligent systems for wealth management and financial
wellness, announced today the closing of its offering of $517.5
million aggregate principal amount of 0.75% convertible notes due
2025 (the “Notes”), which were 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
proceeds include the full exercise of the $67.5 million option to
purchase additional Notes granted by the Company to the initial
purchasers.
The Notes are general unsecured obligations of the Company and
will be guaranteed on an unsecured basis by Envestnet Asset
Management, Inc. (the “Guarantor”), a wholly owned subsidiary of
the Company. The Notes and the Guarantee will be subordinated in
right of payment to the Company’s and the Guarantor’s obligations,
respectively, under the Company’s revolving credit facility.
The Notes will mature on August 15, 2025, unless earlier
purchased, redeemed or converted. Interest accrues on the Notes at
a rate of 0.75% per year and is payable semiannually, in arrears,
on February 15 and August 15 of each year, beginning on February
15, 2021.
The Notes are 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 is
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 estimated
offering expenses, will be approximately $503.0 million. 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 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 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 20, 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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Investor Relations 312-827-3940
investor.relations@envestnet.com
or
Media Relations mediarelations@envestnet.com
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