Verint Announces Successful Completion of Multiple Capital Structure Transactions
April 12 2021 - 8:30AM
Business Wire
Transactions Slightly Accretive to FYE22 Earnings Per Share
Verint® Systems Inc. (NASDAQ: VRNT) today, in connection
with the completion of the previously announced investment from
funds advised by Apax Partners, announced the completion of several
enhancements to its capital structure (collectively “Capital
Structure Transactions”).
- The closing of the second tranche under the two-tranche
investment agreement with funds advised by Apax Partners signed in
December 2019 with a conversion price of $50.25 (“Apax
Investment”);
- The closing of a $315 million convertible notes offering and
entry into capped call transactions which brought the effective
conversion price of the convertible notes to $100.00 per
share;
- The repurchase of approximately 1.06 million shares of common
stock, as part of the previously announced share repurchase
program; and
- The repayment of approximately $260 million of its term loan
facility.
“On February 1, Verint became a pure play customer engagement
company and we have now completed several transactions to enhance
our capital structure. We are pleased to have completed the Apax
Investment and to have their support for our growth strategy. We
entered our current fiscal year with strong cloud momentum
providing us with a solid foundation for future growth,” said Dan
Bodner, CEO.
Jason Wright, Partner at Apax Partners added, “We are very
pleased with the successful spin of Verint’s security analytics
business and Verint becoming a pure play customer engagement
company, well positioned for growth. Verint is a market leader and
we look forward to continuing to help the company execute its cloud
strategy and extend its global market leadership.”
FYE22 Outlook
We are updating our FYE22 outlook for non-GAAP diluted EPS from
$2.20 to $2.23 to give effect to the Capital Structure
Transactions. Our outlook reflects approximately $11 million of
interest expense and approximately 75.1 million fully diluted
shares outstanding for the year, and approximately $5.2 million of
interest expense and 73.1 million fully diluted shares outstanding
for the first quarter. The Capital Structure Transactions will be
slightly more accretive next year giving effect to a full year of
the transactions.
Additional Information on Capital Structure
Following the Capital Structure Transactions and after giving
effect to the repayment of our existing convertible notes due in
June, we will have approximately $400 million of cash, $315 million
of newly-issued convertible notes, and $150 million of borrowings
under our term loan. We also have an undrawn revolving credit
facility of $300 million which was extended to 2026 in connection
with the Capital Structure Transactions.
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. 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/20210412005244/en/
Investor Relations Matthew
Frankel, CFA matthew.frankel@verint.com
Verint Systems (NASDAQ:VRNT)
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