UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 10, 2019

 

 

Altair Engineering Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38263   38-2591828

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1820 E. Big Beaver Road

Troy, Michigan

  48083
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (248) 614-2400

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading Symbol(s)

 

Name of Each Exchange on Which Registered

Class A Common Stock   ALTR   The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 1.01

Entry into a Material Definitive Agreement

The information set forth in Item 8.01 of this Current Report on Form 8-K under the headings “Indenture Relating to Convertible Senior Notes” is incorporated by reference into this Item 1.01.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth in Item 8.01 of this Current Report on Form 8-K under the heading “Indenture Relating to Convertible Senior Notes” is incorporated by reference into this Item 2.03.

 

Item 8.01

Other Events

On June 10, 2019, Altair Engineering Inc. (the “ Company ”) closed its previously announced underwritten public offering of $200.0 million aggregate principal amount of the Company’s 0.250% Convertible Senior Notes due June 2024 (the “ Notes ”) pursuant to a Registration Statement on Form S-3 (File No. 333-231948) (the “ Registration Statement ”) and a related prospectus, together with the related prospectus supplement for the underwritten public offering of the Notes, filed with the Securities and Exchange Commission. The underwriters of the offering have a 30-day option to purchase up to an additional $30 million aggregate principal amount of Notes.

Indenture Relating to Convertible Senior Notes

On June 10, 2019, the Company entered into a First Supplemental Indenture relating to the issuance by the Company of the Notes (the “ Supplemental Indenture ”) supplementing the Indenture, dated June 10, 2019 (the “ Base Indenture ,” and together with the Supplemental Indenture, the “ Indenture ”), by and between the Company and U.S. Bank National Association, as trustee (the “ Trustee ”). The Indenture includes customary covenants and sets forth certain events of default after which the Notes may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Company after which the Notes become automatically due and payable. The Notes are senior unsecured obligations of the Company.

The Notes will bear interest at a rate of 0.250% per year, payable semi-annually in arrears on June 1 and December 1 of each year, commencing December 1, 2019. The Notes will mature on June 1, 2024, unless, in each case, earlier repurchased or redeemed by the Company or converted pursuant to their terms.

The Notes will be convertible at the option of the noteholders at any time prior to the close of business on the business day immediately preceding December 1, 2023, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2019 (and only during such calendar quarter), if the last reported sale price of the Class A Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price (as defined in the Indenture) per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Class A Common Stock and the conversion rate on each such trading day; (3) if the Company calls any or all of the Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after December 1, 2023 until the close of business on the business day immediately preceding the

 

-2-


maturity date, holders may convert their Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company may satisfy its conversion obligation by paying and/or delivering, as the case may be, cash, shares of the Class A Common Stock or a combination of cash and shares of the Class A Common Stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the Indenture.

The conversion rate for the Notes will initially be 21.5049 shares of the Class A Common Stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $46.50 per share of the Class A Common Stock. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture. The conversion rate will be subject to adjustment upon the occurrence of certain specified events but will not be adjusted for any accrued and unpaid interest. In addition, upon the occurrence of a make whole fundamental change or a redemption period (each as defined in the Indenture), the Company will, in certain circumstances, increase the conversion rate by a specified number of additional shares for a holder who elects to convert its Notes in connection with such make whole fundamental change or during the relevant redemption period.

The Company may redeem the Notes, at its option, on or after June 6, 2022, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest if the last reported sale price of the Company’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 trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. No sinking fund is provided for the Notes. Upon the occurrence of a fundamental change (as defined in the Indenture) prior to the maturity date, holders may require the Company to repurchase all or a portion of the Notes for cash at a price equal to 100% of the principal amount of the Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The summary of the foregoing transactions is qualified in its entirety by reference to the text of the Base Indenture, the Supplemental Indenture, and the Form of 0.250% Convertible Senior Note due June 1, 2024 included in the Supplemental Indenture, which are filed as Exhibits 4.1, 4.2 and 4.3, respectively, with this Current Report on Form 8-K and are incorporated by reference herein.

 

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

 

Exhibit
No.
   Description
4.1    Indenture, dated as of June 10, 2019, by and between Altair Engineering Inc. and U.S. Bank National Association.
4.2    First Supplemental Indenture, dated as of June 10, 2019, by and between Altair Engineering Inc. and U.S. Bank National Association.
4.3    Form of 0.250% Convertible Senior Note Due June 1, 2024 (included as Exhibit A to the First Supplemental Indenture, dated as of June  10, 2019, by and between Altair Engineering Inc. and U.S. Bank National Association attached as Exhibit 4.2 hereto).

 

-3-


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

ALTAIR ENGINEERING INC.
By:   /s/ Howard N. Morof
  Name: Howard N. Morof
  Title: Chief Financial Officer

Date: June 10, 2019

 

-4-

Altair Engineering (NASDAQ:ALTR)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more Altair Engineering Charts.
Altair Engineering (NASDAQ:ALTR)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more Altair Engineering Charts.