Altair Engineering Inc. (Nasdaq: ALTR) (“Altair”) today announced
that it priced its offering of $200 million aggregate
principal amount of its convertible senior notes due 2024 (the
“Notes”) in an underwritten offering registered with the Securities
and Exchange Commission (the “SEC”). The aggregate principal amount
of the offering was increased from the previously announced
offering size of $175 million. In addition, Altair granted the
underwriters a 30-day option to purchase up to an additional
$30 million aggregate principal amount of the Notes offered.
The Notes will pay interest semiannually in arrears on June 1
and December 1 of each year at the rate of 0.250% per year,
beginning December 1, 2019. The Notes will mature on June 1,
2024, unless earlier repurchased, redeemed or converted. The
Notes will be convertible prior to December 1, 2023 only under
certain circumstances and during certain periods, and will be
convertible thereafter regardless of those circumstances. The
conversion rate of the Notes will initially be 21.5049 shares of
Altair’s Class A common stock per $1,000 principal amount of Notes
(equivalent to an initial conversion price of approximately $46.50
per share of Altair’s Class A common stock, which represents a
premium of approximately 30% over the closing price of Altair’s
Class A common stock on June 5, 2019), subject to adjustment in
certain circumstances. Upon conversion, the Notes may be
settled, at Altair’s election, in cash, shares of Class A common
stock or a combination of cash and Class A common stock.
On or after June 6, 2022, Altair may redeem the Notes at a
redemption price equal to 100% of the principal amount thereof,
plus accrued and unpaid interest if the last reported sale price of
Altair’s Class A 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 day of such period) ending on, and
including, the trading day immediately preceding the date on which
Altair provides notice of redemption. Holders of Notes may require
Altair to repurchase their Notes upon the occurrence of certain
events that constitute a fundamental change under the indenture
governing the Notes at a purchase price equal to 100% of the
principal amount thereof, plus accrued and unpaid interest to, but
excluding, the date of repurchase. In connection with certain
corporate events or if Altair issues a notice of redemption, it
will, under certain circumstances, increase the conversion rate for
holders who elect to convert their Notes in connection with such
corporate event or during the relevant redemption period.
J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC and RBC
Capital Markets, LLC are acting as book-running managers for the
offering.
Altair estimates that the aggregate net proceeds from the
offering will be approximately $192.8 million (or approximately
$221.9 million if the underwriters exercise their option to
purchase additional notes in full), after deducting the
underwriting discounts and commissions and Altair’s estimated
offering expenses. Altair intends to use a portion of the net
proceeds received from the offering to repay outstanding
indebtedness under its $150.0 million revolving credit facility,
which was approximately $14.8 million as of March 31, 2019. Altair
intends to use the remaining net proceeds for acquisitions of, or
investments in, technologies, solutions or businesses that
complement Altair’s business and other general corporate
purposes, including working capital, developing and building an
addition adjacent to Altair’s corporate headquarters facilities and
related real estate development matters, sales and marketing
activities, general and administrative matters and capital
expenditures. Altair does not have any agreements or binding
commitments for any such acquisitions or investments at this
time.
The offering is expected to close on June 10, 2019, subject to
satisfaction of customary closing conditions.
An effective registration statement relating to the securities
was filed with the SEC on June 4, 2019. The offering of these
securities will be made only by means of a prospectus supplement,
any free writing prospectus that Altair may authorize in connection
therewith, and the accompanying prospectus. Copies of the
prospectus supplement and the accompanying prospectus may be
obtained by contacting J.P. Morgan Securities LLC c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717, by telephone: (866) 803-9204 or email:
prospectus-eq_fi@jpmchase.com, Goldman Sachs & Co. LLC,
Attention: Prospectus Department, 200 West Street, New York,
NY 10282, by telephone at (866) 471-2526, or by emailing
prospectus-ny@ny.email.gs.com or RBC Capital Markets, LLC,
Attention: Equity Syndicate, 200 Vesey Street, 8th Floor, New York,
NY 10281; telephone: (877) 822-4089.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities, nor shall
there be any sale of the securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any
such state or jurisdiction.
About Altair
Altair is a global technology company that provides software and
cloud solutions in the areas of product development,
high-performance computing and data intelligence. Altair
enables organizations across broad industry segments to compete
more effectively in a connected world while creating a more
sustainable future.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains “forward-looking statements” within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995, including but not limited
to, statements relating to Altair’s expectations regarding the
completion and timing of the closing of the public offering and the
use of proceeds from the offering. These forward-looking statements
are made as of the date of this release and are based on current
expectations, estimates, forecasts and projections as well as the
beliefs and assumptions of management. Words such as “may,” “can,”
“anticipate,” “assume,” “should,” “indicate,” “would,” “believe,”
“contemplate,” “expect,” “seek,” “estimate,” “continue,” “plan,”
“point to,” “project,” “predict,” “could,” “intend,” “target,”
“potential”, the negative and plural of these words and other
similar words and expressions of the future. Forward-looking
statements are subject to a number of risks and uncertainties, many
of which involve factors or circumstances that are beyond Altair’s
control. Altair’s actual results could differ materially from those
stated or implied in forward-looking statements due to a number of
factors, including but not limited to, risks detailed in the
section entitled “Risk Factors” in Altair’s Annual Report on Form
10-K for the year ended December 31, 2018, and in the prospectus
related to the offering filed with the Securities and Exchange
Commission. Past performance is not necessarily indicative of
future results. The forward-looking statements included in this
press release represent Altair’s views as of the date of this press
release. Altair anticipates that subsequent events and developments
may cause its views to change. Altair undertakes no intention or
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events, changes in
Altair’s expectations or otherwise. These forward-looking
statements should not be relied upon as representing Altair’s views
as of any date subsequent to the date of this press release.
Investor and Media Relations Dave Simon Altair
248-614-2400 ext. 332 ir@altair.com
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