Consensus Cloud Solutions, Inc. Announces Pricing of Secondary Offering of 2,000,000 Shares Held by Ziff Davis
June 09 2022 - 8:54PM
Business Wire
Consensus Cloud Solutions, Inc. (NASDAQ: CCSI) (the “Company” or
“Consensus”) announced today the pricing of the previously
announced underwritten offering of 2,000,000 shares of its common
stock currently owned by Ziff Davis, Inc. (“Ziff Davis”),
Consensus’s former parent company at a price of $41.00 per share
(before underwriting discounts and commissions). Consensus is not
selling any shares and will not receive any proceeds from the sale
of the shares in the offering and will not receive any proceeds
from the debt-for-equity exchange (as described below).
Prior to the closing of the offering, Ziff Davis intends to
exchange 2,000,000 shares of Consensus common stock for
indebtedness of Ziff Davis that will be owned by J.P. Morgan
Securities LLC and Citicorp North America, Inc. J.P. Morgan
Securities LLC and Citicorp North America, Inc., as the selling
stockholders in the offering, intend to sell these shares of
Consensus common stock to the underwriters in connection with the
public offering. Ziff Davis will also offer to exchange with J.P.
Morgan Securities LLC and Citicorp North America, Inc. up to an
additional 300,000 shares of Consensus common stock for
indebtedness of Ziff Davis that will be owned by J.P. Morgan
Securities LLC and Citicorp North America, Inc., and the selling
stockholders have granted the underwriters a 30-day option to
purchase up to such additional 300,000 shares of common stock of
Consensus at the public offering price. The offering is expected to
close on June 14, 2022.
J.P. Morgan Securities LLC, Evercore Group L.L.C. and Citigroup
Global Markets Inc. are acting as joint book-running managers and
underwriters for the offering and LionTree Advisors LLC and MUFG
Securities Americas Inc. are acting as co-managers and underwriters
for the offering.
The Company has filed a shelf registration statement (including
a prospectus) on Form S-1 with the U.S. Securities and Exchange
Commission (the “SEC”) for the offering to which this communication
relates. The registration statement was declared effective on June
9, 2022. Before you invest, you should read the base prospectus in
that registration statement, the accompanying prospectus supplement
and other documents the Company has filed with the SEC for more
complete information about the Company and this offering. You may
obtain these documents for free by visiting EDGAR on the SEC’s
website at www.sec.gov. Alternatively, copies of the prospectus
supplement and accompanying base prospectus relating to the
offering, when available, may be obtained from J.P. Morgan
Securities LLC, c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, NY 11717, by telephone at (866) 803-9204
or by e-mail at prospectus-eq_fi@jpmchase.com; Evercore Group
L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street,
35th Floor, New York, NY 10055, by telephone at (888) 474-0200 or
by e-mail at ecm.prospectus@evercore.com; and Citigroup Global
Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, New York 11717, by telephone at 800-831-9146.
This press release shall not constitute an offer to sell or the
solicitation of any offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About Consensus
Consensus Cloud Solutions, Inc. (NASDAQ: CCSI) is a global
leader of digital cloud transmission and interoperability
solutions. The company leverages its 25-year technology heritage to
provide secure solutions that transform simple digital documents
into actionable information, including advanced healthcare
standards HL7 and FHIR for secure data exchange. Consensus offers
eFax CorporateTM, a leading global cloud faxing solution; Consensus
Signal for automatic real-time healthcare communications; Consensus
Clarity, a Natural Language Processing and Artificial Intelligence
solution; Consensus Unite and Consensus Harmony interoperability
solutions; and jSignTM for secure digital signatures built on
blockchain.
Forward‐Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of
the Securities Exchange Act of 1934, as amended. Forward-looking
statements may be identified by the use of words such as
“anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”,
and “project” and other similar expressions that predict or
indicate future events or trends or that are not statements of
historical matters. Forward-looking statements should not be read
as a guarantee of future performance or results, and will not
necessarily be accurate indications of the times at, or by, which
such performance or results will be achieved. Forward-looking
statements are based on historical information available at the
time the statements are made and are based on management’s
reasonable belief or expectations with respect to future events,
and are subject to risks and uncertainties, many of which are
beyond the Company’s control, that could cause actual performance
or results to differ materially from the belief or expectations
expressed in or suggested by the forward-looking statements. These
risks and uncertainties include, among other items: the Company’s
ability to grow fax revenues, profitability and cash flows; the
Company’s ability to identify, close and successfully transition
acquisitions; subscriber growth and retention; variability of the
Company’s revenue based on changing conditions in particular
industries and the economy generally; protection of the Company’s
proprietary technology or infringement by the Company of
intellectual property of others; the risk of adverse changes in the
U.S. or international regulatory environments, including but not
limited to the imposition or increase of taxes or
regulatory-related fees; general economic and political conditions,
including political tensions and war (such as the ongoing conflict
in Ukraine); and the numerous other factors set forth in the
Company’s filings with the SEC. Forward-looking statements speak
only as of the date on which they are made and the Company
undertakes no obligation to update any forward-looking statement to
reflect future events, developments or otherwise, except as may be
required by applicable law. Investors are referred to the Company’s
filings with the SEC, including its Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q, for additional information
regarding the risks and uncertainties that may cause actual results
to differ materially from those expressed in any forward-looking
statement.
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version on businesswire.com: https://www.businesswire.com/news/home/20220609006072/en/
Laura Hinson Consensus Cloud Solutions, Inc 844-211-1711
investor@consensus.com
Concensus Cloud Solutions (NASDAQ:CCSI)
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