Verint Announces Proposed Offering of Convertible Senior Notes and Concurrent Repurchase of Common Stock
April 05 2021 - 4:03PM
Business Wire
Verint® Systems Inc. (NASDAQ: VRNT) today announced its
intention, subject to market and other conditions, to commence an
offering of $250 million aggregate principal amount of convertible
senior notes due 2026 (or up to $287.5 million in aggregate
principal amount if the initial purchasers exercise their option to
purchase additional notes in full) in a private placement to
persons reasonably believed to be qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933.
Upon conversion of the notes, Verint will pay cash up to the
aggregate principal amount of notes to be converted and pay and/or
deliver , as the case may be, cash, shares of Verint’s common stock
or a combination of cash and shares of Verint’s common stock, at
Verint’s election, in respect of the remainder, if any. The
interest rate, conversion rate and certain other pricing terms of
the notes will be determined at the time of pricing of the offering
by Verint and the initial purchasers.
Verint intends to use a portion of the net proceeds from the
notes offering to pay the costs of the capped call transactions
described below. Verint intends to use the remainder of the net
proceeds from the offering to repay a portion of the outstanding
indebtedness under its existing credit facility, to repay certain
amounts owing under interest rate swap agreements, to repurchase
approximately 1.6 million shares of its common stock and the
remainder for working capital and other general corporate
purposes.
In connection with the pricing of the notes, Verint expects to
enter into capped call transactions with one or more of the initial
purchasers or other financial institutions and/or their respective
affiliates (the "option counterparties"). The capped call
transactions are expected generally to reduce potential dilution to
Verint’s common stock upon any conversion of the notes at maturity
and/or offset any cash payments Verint is required to make in
excess of the principal amount of converted notes, as the case may
be, with such reduction and/or offset subject to a cap based on the
cap price. The cap price of the capped call transactions will be
determined upon pricing of the notes. If the initial purchasers
exercise their option to purchase additional notes, Verint expects
to enter into additional capped call transactions with the option
counterparties.
Verint has been advised that, in connection with establishing
their initial hedges of the capped call transactions, the option
counterparties or their respective affiliates expect to enter into
various derivative transactions referencing Verint’s common stock
and/or purchase shares of Verint’s common stock concurrently with,
or shortly after, the pricing of the notes, and may unwind these
various derivative transactions and purchase Verint’s common stock
in open market transactions shortly following the pricing of the
notes. These activities could increase (or reduce the size of any
decrease in) the market price of Verint’s common stock or the notes
at that time.
In addition, Verint has been advised that the option
counterparties and/or their respective affiliates may modify their
hedge positions by entering into or unwinding various derivative
transactions referencing Verint’s common stock and/or purchasing or
selling shares of Verint’s common stock or other securities of
Verint in secondary market transactions following the pricing of
the notes and prior to the maturity of the notes (and are likely to
do so following any conversion of notes, any repurchase of notes by
Verint on any fundamental change repurchase date, any redemption
date, or any other date on which any notes are retired by Verint).
These activities could cause or avoid an increase or decrease in
the market price of Verint’s common stock or the notes, which could
affect the ability of noteholders to convert the notes and, to the
extent the activity occurs during any observation period related to
a conversion of the notes, could affect the number of shares and
value of the consideration that noteholders will receive upon
conversion of the notes.
There can be no assurance that the offering will be completed.
The notes will be offered to persons reasonably believed to be
qualified institutional buyers pursuant to Rule 144A under the
Securities Act. Neither the notes nor the shares of common stock
issuable upon conversion of the notes, if any, have been, nor will
be, registered under the Securities Act or the securities laws of
any other jurisdiction and may not be offered or sold in the United
States absent registration or an applicable exemption from such
registration requirements.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of such securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such
jurisdiction.
About Verint
Verint® (Nasdaq: VRNT) helps the world’s most iconic brands –
including over 85 of the Fortune 100 companies – build enduring
customer relationships by connecting work, data and experiences
across the enterprise. The Verint Customer Engagement portfolio
draws on the latest advancements in AI and analytics, an open cloud
architecture, and The Science of Customer Engagement™ to help
customers close the Engagement Capacity GapTM.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements,”
including statements regarding expectations, predictions, views,
opportunities, plans, strategies, beliefs, and statements of
similar effect relating to Verint Systems Inc., including
statements regarding Verint’s current expectations and beliefs as
to the pricing and closing of the offering and use of the proceeds
thereof. These forward-looking statements are not guarantees of
future performance and they are based on management’s expectations
that involve a number of risks, uncertainties and assumptions, any
of which could cause actual results to differ materially from those
expressed in or implied by the forward-looking statements. For a
detailed discussion of these risk factors, see Verint’s Annual
Report on Form 10-K for the fiscal year ended January 31, 2021 and
other filings Verint makes with the SEC. The forward-looking
statements contained in this press release are made as of the date
of this press release and, except as required by law, Verint
assumes no obligation to update or revise them or to provide
reasons why actual results may differ.
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version on businesswire.com: https://www.businesswire.com/news/home/20210405005437/en/
Investor Relations Matthew
Frankel matthew.frankel@verint.com
Verint Systems (NASDAQ:VRNT)
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