Filed pursuant to Rule 433 of the Securities Act of 1933
Issuer Free Writing Prospectus dated November 16, 2017
Registration
Statement No. 333-220777
(Relating to the Preliminary Prospectus Supplements dated November 14, 2017
and the Prospectus dated October 13, 2017)
Everbridge Announces Pricing of $100 Million Convertible Notes Offering
BURLINGTON, Mass., November 16, 2017 Everbridge, Inc. (Nasdaq: EVBG) announced today the pricing of an underwritten offering of
$100.0 million aggregate principal amount of 1.50% convertible senior notes due 2022 (the Notes). The Notes will be issued at a price equal to 100% of the principal amount thereof. In connection with the offering, Everbridge has also granted
the underwriters a
30-day
option to purchase up to an additional $15.0 million aggregate principal amount of Notes, solely to cover over-allotments. The sale of the Notes is expected to close on
November 20, 2017, subject to the satisfaction of customary closing conditions.
The Notes will be senior unsecured obligations of Everbridge and
interest on the Notes of 1.50% per year will be payable semiannually in arrears on May 1 and November 1 of each year, commencing on May 1, 2018. The Notes will mature on November 1, 2022, unless earlier repurchased, redeemed or
converted in accordance with their terms. The Notes will be convertible into cash, shares of Everbridges common stock (the common stock) or a combination of cash and shares, at Everbridges election. The conversion rate will initially be
29.6626 shares of common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $33.71 per share of common stock), subject to customary adjustments. Prior to the close of business on the business
day immediately preceding May 1, 2022, the Notes will be convertible at the option of holders only upon the satisfaction of certain conditions. Thereafter, holders of the Notes may convert their Notes at their option at any time prior to the
close of business on the second scheduled trading day immediately preceding maturity on November 1, 2022.
Everbridge may redeem for cash all or any
portion of the Notes, at its option, on or after November 6, 2020 if the last reported sale price of Everbridges common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not
consecutive), including the trading day immediately preceding the date on which Everbridge provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which
Everbridge provides notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If Everbridge undergoes a fundamental
change, holders of the Notes may require Everbridge to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid
interest to, but excluding, the fundamental change repurchase date.
In connection with the offering of the Notes, Everbridge entered into privately
negotiated capped call transactions with affiliates of two of the underwriters and an additional financial institution (the option counterparties). The capped call transactions are expected generally to reduce potential dilution to the common stock
upon any conversion of Notes and/or offset any cash payments Everbridge 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 initially equal to approximately
$47.20 (which represents a premium of approximately 75% over the last reported sale price of the common stock on November 15, 2017). If the underwriters exercise their over-allotment option, Everbridge expects to enter into additional capped
call transactions with the option counterparties.