NICE Ltd. (Nasdaq: NICE) (the "Company") announced today
the pricing of its previously announced offering of $400,000,000
aggregate principal amount of 0% Convertible Senior Notes due 2025
(the "Convertible Notes") in a private placement under the
Securities Act of 1933, as amended (the "Securities Act"). NICE
also granted to the initial purchasers of the Convertible Notes an
option to purchase up to an additional $60,000,0000 aggregate
principal amount of the Convertible Notes within a 13-day period
beginning on, and including, the initial closing date. The offering
of the Convertible Notes is expected to close on August 27, 2020,
subject to customary closing conditions.
The Convertible Notes will not bear regular interest. The
Convertible Notes will mature on September 15, 2025, unless earlier
prepaid, redeemed or exchanged. The Convertible Notes will be
general unsecured obligations of the Company.
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.
Prior to the close of business on the business day immediately
preceding June 15, 2025, the Convertible Notes will be convertible
at the option of the holders only upon the satisfaction of
specified conditions and during certain periods. On or after June
15, 2025 until the close of business on the second scheduled
trading day preceding the maturity date, the Notes will be
convertible at the option of the holders of the Notes at any time
regardless of these conditions. The Convertible Notes will be
convertible for (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 conversion rate will initially be
3.3424 ADSs per $1,000 principal amount of Convertible Notes
(equivalent to an initial conversion price of approximately $299.19
per ADS). The conversion rate will be subject to adjustment in some
events. In addition, following certain corporate events that occur
prior to the maturity date or the Company's delivery of a notice of
redemption, the Company will under certain circumstances, increase
the conversion rate for a holder who elects to convert its
Convertible Notes in connection with such a corporate event or to
convert its Convertible Notes called for redemption in connection
with such notice of redemption, as the case may be. The initial
conversion price of the Convertible Notes represents a premium of
approximately 37.5% to the $217.59 closing price of the ADSs on
August 24, 2020.
If the Company undergoes a fundamental change (as defined in the
indenture governing the Convertible Notes), holders may require the
Company to prepay for cash all or part of their Convertible Notes
at a prepayment price equal to 100% of the principal amount of the
Convertible Notes to be prepaid, plus accrued and unpaid interest,
if any, to, but excluding, the fundamental change prepayment
date.
The Company expects that the net proceeds from the offering of
the Convertible Notes will be approximately $393 million, after
deducting the initial purchasers’ fees and estimated offering
expenses (or approximately $452 million if the initial purchasers
exercise in full their option to purchase additional notes). 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 Ltd.
NICE (Nasdaq: NICE) is the worldwide 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.
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/20200824005657/en/
Investors
Marty Cohen, +1 551 256 5354, ET, ir@nice.com
Yisca Erez, +972 9 775-3798, CET, ir@nice.com
Media Contact
Chris Irwin-Dudek, +1 (551) 256-5140,
Chris.Irwin-Dudek@nice.com
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