Azurite Intermediate Holdings, Inc. Announces Commencement of Tender Offer and Consent Solicitation for Alteryx, Inc.'s Senior Notes

SANTA MONICA, Calif., Feb. 14, 2024 /PRNewswire/ -- Azurite Intermediate Holdings, Inc. (the "Offeror" or "Parent") today announced that it has commenced a cash tender offer (the "Tender Offer") to purchase for cash any and all of the outstanding 8.750% Senior Notes due 2028 (the "Notes") of Alteryx, Inc. (the "Issuer")  from the holders thereof (the "Holders"). In connection with the Tender Offer, the Offeror is soliciting the consents ("Consents") of the Holders (the "Consent Solicitation") to 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").

The Offeror is commencing the Tender Offer and the Consent Solicitation in connection with, and expressly conditioned upon, the consummation of the merger pursuant to the merger agreement, dated December 18, 2023 (the "Merger Agreement"), by and among the Issuer, Parent, and Azurite Merger Sub, Inc., a Delaware corporation ("Merger Sub") and wholly owned subsidiary of Parent. The consummation of the Merger is not conditioned upon, either directly or indirectly, the consummation of the Tender Offer or the receipt of the Requisite Consents (as defined below). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Issuer (the "Merger"), with the Issuer surviving the Merger and becoming a wholly owned subsidiary of Parent.

Tender Offer and Consent Solicitation

The Tender Offer will expire at 5:00 p.m., New York City time, on March 14, 2024, unless extended or earlier terminated (such date and time, as may be extended, or earlier terminated, the "Expiration Date"). Under the terms of the Tender Offer, Holders who validly tender their Notes and provide their consents to the Proposed Amendments and do not validly withdraw their Notes and consents at or prior to 5:00 p.m., New York City time, on February 28, 2024 (such date and time, as may be extended, the "Early Tender Date") will receive an amount equal to $1,012.50 per $1,000.00 in principal amount of Notes (the "Total Consideration"), which amount includes an early participation premium equal to $50.00 per $1,000.00 in principal amount of Notes (the "Early Participation Premium"). Holders who validly tender their Notes and provide their consents to the Proposed Amendments after the Early Tender Date but at or prior to the Expiration Date will receive an amount equal to $962.50 per $1,000.00 in principal amount of Notes (the "Tender Consideration"). The Offeror may accept Notes for purchase and make any applicable payments in connection with the Tender Offer or the Consent Solicitation through one or more of its subsidiaries or affiliates.

Holders whose Notes are accepted in the Tender Offer will also be paid accrued and unpaid interest, if any, on the Notes up to, but excluding, the settlement date. Holders should note that the Total Consideration is higher than, and the Tender Consideration is lower than, the Change of Control Purchase Price (as defined below) under a Change of Control Offer (as defined below) if such Change of Control Offer is made following a Change of Control Triggering Event. The procedures for tendering Notes in the Tender Offer and in a Change of Control Offer, if a Change of Control Offer is made, would be separate. Holders who do not validly tender their Notes in the Tender Offer, or who validly tender their Notes in the Tender Offer but validly withdraw such Notes, will not receive the Total Consideration or the Tender Consideration, as applicable.

If Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and the Offeror purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuer intends to optionally redeem all remaining outstanding Notes pursuant to Section 3.07(d) of the Indenture following such purchase at a redemption price equal to the Tender Consideration plus, to the extent not included in the Tender Offer payment, accrued and unpaid interest, if any, to, but excluding the date of redemption.

The purpose of the Consent Solicitation and the Proposed Amendments is to, among other things, unconditionally release, terminate and discharge any Guarantee (as defined in the Indenture) of any Guarantor (as defined in the Indenture), eliminate substantially all restrictive covenants (including the requirement in Section 4.08 of the Indenture to make a Change of Control Offer following a Change of Control Triggering Event), certain events of default and certain other provisions in the Indenture. Holders may not tender their Notes in the Tender Offer without delivering their consents under the Consent Solicitation, and Holders may not deliver their consents under the Consent Solicitation without tendering their Notes pursuant to the Tender Offer.  In order to adopt the Proposed Amendments, the Offeror must receive validly delivered Consents representing at least a majority of the aggregate principal amount of the Notes then outstanding (the "Requisite Consents"). If the Requisite Consents are received and the Proposed Amendments become operative, the Issuer will not have an obligation under Section 4.08 of the Indenture to make an offer to purchase all of the outstanding Notes (a "Change of Control Offer") following a Change of Control Triggering Event (as defined in the Indenture) at a price equal to 101.0% of the aggregate principal amount of the Notes repurchased (the "Change of Control Offer Price"), plus accrued and unpaid interest, if any, on such Notes repurchased to the date of repurchase. Any Notes outstanding after consummation of the Tender Offer will continue to be unsecured obligations of the Issuer and will not have the benefit of any Guarantees and will only have the benefit of very limited restrictive covenants if the Requisite Consents are received.

If the Requisite Consents are not received and the Proposed Amendments do not become operative, the Issuer will have an obligation under Section 4.08 of the Indenture to make a Change of Control Offer following a Change of Control Triggering Event to purchase all outstanding Notes at the Change of Control Offer Price, plus accrued and unpaid interest, if any, on such Notes repurchased to the date of repurchase.

Consummation of the Tender Offer and payment for the Notes validly tendered pursuant to the Tender Offer are subject to the satisfaction of certain conditions, including, but not limited to, the receipt of the Requisite Consents and the consummation of the Merger. The Offeror reserves the right, at its sole discretion, to waive any and all conditions to the Tender Offer. Complete details of the terms and conditions of the Tender Offer and the Consent Solicitation are included in the Offeror's offer to purchase and consent solicitation, dated February 14, 2024. The Merger is expected to occur in the first quarter of 2024 or in the second quarter of 2024, and the Offeror expects the consummation of the Tender Offer and the Consent Solicitation to coincide with the closing of the Merger.

The Offeror intends to fund the purchase of the Notes sought pursuant to the Tender Offer using a portion of the net proceeds from a senior secured credit facility (the "Senior Secured Credit Facility") consisting of a $1,800 million commitment with respect to initial term loans and delayed draw term loans and a $200 million revolving credit facility, which facility will be secured by substantially all assets of Parent and its domestic subsidiaries (including the Issuer). Amounts borrowed under the Senior Secured Credit Facility will initially bear interest at the Offeror's option at either (x) the Term SOFR-based rate based on the interest period of the applicable borrowing plus a margin of 6.50% per annum or (y) a base rate determined by reference to the highest of (i) the rate last quoted by The Wall Street Journal as the U.S. "prime rate" in effect on such day, (ii) the Federal Funds Effective Rate plus 0.50% per annum and (iii) the one month Term SOFR rate plus 1.00% per annum, in each case under this clause (y), plus a margin of 5.50% per annum. At the closing of the Merger, the Offeror expects the Senior Secured Credit Facility to consist of $1.8 billion in initial term loans less (1) the aggregate principal amount of the Issuer's outstanding convertibles notes and (2) the aggregate principal amount of Notes (if any) that will remain outstanding after the Expiration Date.

This press release neither constitutes a notice of Change of Control Offer as required by the Indenture, nor does it 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 Tender Offer is made solely by the Offeror and not by the Issuer. Neither the Offeror or the Issuer, nor any of their respective boards of directors, officers or affiliates, makes any recommendation as to whether or not Holders should tender Notes and deliver consents in response to the Tender Offer and the Consent Solicitation and, if given or made, any such recommendation may not be relied upon as authorized by the Offeror or the Issuer.

Requests for documents relating to the Tender Offer and the Consent Solicitation 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]. J.P. Morgan Securities LLC ("J.P. Morgan") will act as Dealer Manager for the Tender Offer and the Consent Solicitation. Questions regarding the Tender Offer and the Consent Solicitation may be directed to J.P. Morgan at (212) 834-3424 (collect) or (866) 834-4666 (toll free).

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, the expected timing of the closing of the Merger, 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 the Offeror with respect to Alteryx and the proposed Merger and are subject to significant risks and uncertainties outside of their 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 managements of the Offeror with respect to Alteryx and the proposed Merger depending on a number of factors affecting their businesses and risks associated with the successful execution of the Merger and 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 files with the SEC. New factors could emerge from time to time and it is not possible for the Offeror 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. The Offeror 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 Azurite Intermediate Holdings, Inc.

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