Alteryx, Inc. Announces Termination of Change of Control Offer

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May 22, 2024, 20:50 ET

IRVINE, Calif., May 22, 2024 /PRNewswire/ -- Alteryx, Inc. (the "Offeror" or "Alteryx") announced today that it has terminated the previously announced offer to purchase for cash all of the 8.750% Senior Notes due 2028 (the "Notes") at a purchase price equal to 101% of the aggregate principal amount (the "Change of Control Purchase Price") of the Notes repurchased, plus accrued and unpaid interest to, but excluding, the date of purchase (the "Change of Control Offer"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Change of Control Notice and Offer to Purchase, dated March 28, 2024 (the "Statement").

Alteryx also announced that it has received requisite consents (the "Requisite Consents") from holders (the "Holders") to approve certain proposed amendments (the "Proposed Amendments") to the indenture relating to the Notes, dated as of March 6, 2023 (as amended and supplemented through the date hereof, the "Indenture"). As a result of receiving the Requisite Consents, Alteryx and the trustee under the Indenture executed a supplemental indenture relating to the Notes on May 22, 2024 (the "Supplemental Indenture") to effect the Proposed Amendments. The Proposed Amendments amend the Indenture by eliminating substantially all restrictive covenants (including the requirement in Section 4.08 of the Indenture to make a "Change of Control Offer" following the occurrence of a Change of Control Triggering Event). The Proposed Amendments further amend the Indenture to require Alteryx to make an offer to purchase all of the Notes on December 6, 2024 (the date of repurchase) at a purchase price in cash equal to 102% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to but excluding the date of repurchase.

Requests for documents relating to the Change of Control Offer may be directed to D.F. King & Co, Inc., the Information and Tender Agent, toll free at (866) 342-4884, toll at (212) 269-5550 (Banks and Brokers) or via email at [email protected].

This press release is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell, or a solicitation of consents with respect to, any security. No offer, solicitation or purchase will be made in any jurisdiction in which such an offer, solicitation or purchase would be unlawful. The full details of the Change of Control Offer are included in the Statement. Holders of the Notes are strongly encouraged to carefully read the Statement because it contains important information.

Cautionary Statement Regarding Forward-Looking Statements

Statements made in this press release that are not historical facts constitute "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the rules, regulations and releases of the Securities and Exchange Commission (the "SEC"). These forward-looking statements are subject to risks and uncertainties, and actual results might differ materially from those discussed in, or implied by, the forward-looking statements. Such forward- looking statements include statements regarding future results of operations and financial position, business strategy and plans, objectives for future operations, expectations for Alteryx following the closing of the Merger, future opportunities for Alteryx, any other statements regarding anticipated economic activity, business levels, credit ratings, future earnings, planned activities, anticipated growth, market opportunities, strategies and plans, competition and other expectations and estimates for future periods, and other statements that are not historical facts. Forward-looking statements made in this press release are based on the current beliefs and expectations of the management of Alteryx with respect to the Merger and are subject to significant risks and uncertainties outside of its control. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on future circumstances that may or may not occur. Actual results may differ materially from the current beliefs and expectations of the management of Alteryx with respect to the Merger depending on a number of factors affecting its business and risks associated with the integration and performance of the combined company following the Merger. In evaluating these forward-looking statements, you should carefully consider, among other things, the risks described in reports that Alteryx has filed with the SEC. New factors could emerge from time to time and it is not possible for Alteryx to predict all such factors. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as guarantees of future events. These forward-looking statements speak only as of the date made and are not guarantees of future performance of results. Alteryx and its affiliates expressly disclaim any obligation or undertaking to release any updates or revisions to any forward-looking statement to reflect any change in expectations with regard thereto or any change of events, conditions or circumstances on which any such statement was based, except as required by law.

SOURCE Alteryx, Inc.