NICE Announces Proposed Offering of $400,000,000 of Convertible Senior Notes Due 2025
August 24 2020 - 7:23AM
Business Wire
NICE Ltd. (NASDAQ: NICE) (the "Company") announced today
that it intends to offer, subject to market and other
considerations, $400,000,000 aggregate principal amount of
Convertible Senior Notes due 2025 (the "Convertible Notes") in a
private placement under the Securities Act of 1933, as amended (the
"Securities Act"). The Company also intends to grant to the initial
purchasers of the Convertible Notes an option to purchase up to an
additional $60,000,000 aggregate principal amount of the
Convertible Notes within a 13-day period beginning on, and
including, the initial closing date. The Convertible Notes will be
general unsecured obligations of the Company. The Convertible Notes
will mature on September 15, 2025, unless earlier repurchased,
redeemed or converted in accordance with their terms prior to such
date. Prior to June 15, 2025, the Notes will be convertible at the
option of the holders only upon the satisfaction of certain
conditions and during certain periods. On or after June 15, 2025,
the Convertible Notes will be convertible at the option of the
holders until the close of business on the second scheduled trading
day prior to the maturity date. The Convertible Notes will be
convertible into (i) cash, (ii) American Depositary Shares (the
"ADSs"), each representing one fully paid ordinary share, par value
NIS 1.00 per share of the Company or (iii) a combination thereof,
at the Company's election.
The Company may not redeem the Convertible Notes prior to
September 21, 2023, except in the event of certain tax law changes.
On or after September 21, 2023, the Company may redeem, for cash,
all or part of the Convertible Notes if the last reported sale
price of its ADSs 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, the trading day immediately preceding the date on which
the Company provides notice of the redemption at a redemption price
equal to 100% of the principal amount of the Convertible Notes to
be redeemed, plus accrued and unpaid interest to, but excluding,
the redemption date. Holders of the Convertible Notes will have the
right to require the Company to repurchase all or a portion of
their Convertible Notes upon the occurrence of a fundamental change
(as defined in the indenture governing the Convertible Notes) at a
cash repurchase price equal to 100% of the principal amount of the
Convertible Notes to be repurchased, plus any accrued and unpaid
interest to, but excluding the fundamental change repurchase
date.
The Company intends to use the net proceeds of the offering for
general corporate purposes, which may include repayment of our
outstanding term loan under our credit agreement at or prior to
maturity in December 2021.
The offering is being made to persons reasonably believed to be
qualified institutional buyers pursuant to Rule 144A under the
Securities Act. The Convertible Notes, any of the ADSs issuable
upon conversion of the Convertible Notes and the ordinary shares of
the Company represented thereby have not been and are not expected
to be registered under the Securities Act or under any state
securities laws and, unless so registered, may not be offered or
sold in the United States except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and applicable state securities laws.
This press release is being issued pursuant to Rule 135(c) under
the Securities Act, and it does not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall it
constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale is unlawful.
About NICE NICE (Nasdaq: NICE) is the world’s leading
provider of both cloud and on-premises enterprise software
solutions that empower organizations to make smarter decisions
based on advanced analytics of structured and unstructured data.
NICE helps organizations of all sizes deliver better customer
service, ensure compliance, combat fraud and safeguard citizens.
Over 25,000 organizations in more than 150 countries, including
over 85 of the Fortune 100 companies, are using NICE solutions.
www.nice.com.
Forward-Looking Statements This press release contains
forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995. In some cases,
forward-looking statements may be identified by words such as
"believe," "expect," "seek," "may," "will," "intend," "should,"
"project," "anticipate," "plan," and similar expressions.
Forward-looking statements are based on the current beliefs,
expectations and assumptions of the Company's management regarding
the future of the Company's business, future plans and strategies,
projections, anticipated events and trends, the economy and other
future conditions. Examples of forward-looking statements include
the expected completion of the offering of the Convertible Notes
and the Company's intended use of the net proceeds of the
offering.
Forward looking statements are inherently subject to significant
economic, competitive and other uncertainties and contingencies,
many of which are beyond the control of management. The Company
cautions that these statements are not guarantees of future
performance, and investors should not place undue reliance on them.
There are or will be important known and unknown factors and
uncertainties that could cause actual results to differ materially
from those expressed or implied in the forward-looking statements.
These factors, include, but are not limited to, risks associated
with changes in economic and business conditions, competition,
successful execution of the Company's growth strategy, success and
growth of the Company's cloud Software-as-a-Service business,
difficulties in making additional acquisitions or effectively
integrating acquired operations, products, technologies and
personnel, the Company's dependency on third-party cloud computing
platform providers, hosting facilities and service partners,
rapidly changing technology, cyber security attacks or other
security breaches against the Company, privacy concerns and
legislation impacting the Company's business, changes in currency
exchange rates and interest rates, the effects of additional tax
liabilities resulting from our global operations and various other
factors and uncertainties discussed in our filings with the U.S.
Securities and Exchange Commission (the "SEC"). In addition,
COVID-19 is contributing to a general slowdown in the global
economy and may affect the Company's business, results of
operations, financial condition and our future strategic plans. At
this time, the extent to which COVID-19 may impact the Company's
financial condition or results of operations is uncertain.
Furthermore, due to our subscription based business model, the
effect of COVID-19 may not be fully reflected in our results of
operations until future periods. You are encouraged to carefully
review the section entitled "Risk Factors" in our latest Annual
Report on Form 20-F and our other filings with the SEC for
additional information regarding these and other factors and
uncertainties that could affect our future performance. The
forward-looking statements contained in this press release speak
only as of the date hereof, and the Company undertakes no
obligation to update or revise them, whether as a result of new
information, future developments or otherwise, except as required
by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20200824005315/en/
Investors Marty Cohen, +1 551 256 5354, ET
ir@nice.com
Yisca Erez +972 9 775 3798, CET ir@nice.com
Corporate Media Contact Christopher Irwin-Dudek,
201-561-4442 chris.irwin-dudek@nice.com
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