Constellation Software Inc. Announces U.S.$1 Billion Private Offering of Senior Notes
February 07 2024 - 5:22PM
Constellation Software Inc. (TSX: CSU) (the
“
Company”) announced today that it has priced a
private offering of U.S.$500 million aggregate principal amount of
5.158% senior notes due 2029 and U.S.$500 million aggregate
principal amount of 5.461% senior notes due 2034 (collectively, the
“
Notes”). The Notes will be senior unsecured
obligations of the Company and will rank equally in right of
payment to all of the Company’s existing and future senior
unsecured indebtedness, including its amended and restated credit
facility agreement announced on January 31, 2024 (the
“
Credit Facility”). The Notes will be guaranteed
by certain subsidiaries of the Company on the same basis as such
subsidiaries have guaranteed the Credit Facility.
The offering is expected to close on or about
February 16, 2024, subject to satisfaction of customary closing
conditions.
The Company intends to use the net proceeds from
the offering to pay down the amount outstanding under the Credit
Facility and for general corporate purposes, including to fund
acquisitions.
The Notes have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
“Securities Act”), or the securities laws of any
other jurisdiction, including Canada. Accordingly, the Notes were
offered in the United States only to persons reasonably believed to
be “qualified institutional buyers” in reliance on the exemption
from registration set forth in Rule 144A under the Securities Act
and outside the United States, including on a private placement
basis in Canada to “accredited investors” who are not individuals
and are “permitted clients” under applicable Canadian securities
laws, in reliance on the exemption from registration set forth in
Regulation S under the Securities Act. The Notes may not be offered
or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act,
and may not be offered or sold in Canada absent an exemption from
the prospectus requirements of applicable Canadian securities
laws.
This news release does not constitute an offer
to sell or the solicitation of an offer to buy any Notes, nor shall
there be any sale of Notes in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification of the Notes under the securities
laws of any such jurisdiction.
Forward Looking Statements
The statements contained in this press release
which are not historical facts are forward-looking statements,
which involve risks, uncertainties and other factors which may
cause the actual results, performance or achievements of the
Company to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements. Words such as “may”, “will”, “expect”,
“believe”, “intend”, “should”, “could”, “would”, “shall”,
“anticipate” and other similar terminology are intended to identify
forward-looking statements. These statements reflect current
assumptions and expectations regarding future events and speak only
as of the date of this press release. Forward-looking statements
involve significant risks and uncertainties, should not be read as
guarantees of future performance or results, and will not
necessarily be accurate indications of whether or not such results
will be achieved. A number of factors could cause actual results to
vary significantly from the results discussed in the
forward-looking statements.
About Constellation Software
Inc.
The Company’s common shares are listed on the
TSX under the symbol “CSU”. The Company acquires, manages and
builds vertical market software businesses.
For further information please
contact:
Jamal BakshChief Financial
Officer416-861-9677info@csisoftware.com
Constellation Software (TSX:CSU)
Historical Stock Chart
From Jun 2024 to Jul 2024
Constellation Software (TSX:CSU)
Historical Stock Chart
From Jul 2023 to Jul 2024