Azurite Intermediate Holdings, Inc. Announces that the Early Participation Premium Shall Apply through the Expiration Date in Connection with Its Previously Announced Notes Tender Offer
SANTA MONICA, Calif., Feb. 28, 2024 /PRNewswire/ -- Azurite Intermediate Holdings, Inc. (the "Offeror") previously announced an offer to purchase (the "Tender Offer") for cash any and all outstanding 8.750% Senior Notes due 2028 (the "Notes") of Alteryx, Inc., a Delaware corporation ("Alteryx" or the "Issuer"), and consent solicitation (together with the Tender Offer, the "Tender Offer and Consent Solicitation"). The Offeror announced today that the Early Participation Premium of $50.00 per $1,000 principal amount of the Notes shall apply to all Notes validly tendered (and not validly withdrawn) with Consents at or before the Expiration Date. As such, Holders who validly tender their Notes after the Early Tender Date but prior to the Expiration Date, and to the extent their Notes are accepted for purchase pursuant to the Tender Offer, will receive the Total Consideration of $1,012.50 per $1,000 principal amount of the Notes validly tendered (and not validly withdrawn) with Consents instead of receiving the Tender Consideration. The Total Consideration for the Notes is the same consideration as that received by Holders of Notes validly tendered (and not validly withdrawn) with Consents at or prior to the Early Tender Date and accepted for purchase. Holders will also receive accrued and unpaid interest from the last interest payment date applicable to the Notes up to, but excluding, the Settlement Date for the Notes accepted for purchase. Except as otherwise provided herein, capitalized terms used but not defined herein have the meanings ascribed to them in the Offeror's Offer to Purchase and Consent Solicitation Statement, dated February 14, 2024 (the "Statement").
Holders who do not validly tender their Notes in connection with the Tender Offer, or who validly tendered their Notes in the Tender Offer but validly withdrew such Notes prior to the Withdrawal Deadline, will not be entitled to the Total Consideration. Any Notes that remain outstanding after consummation of the Tender Offer will continue to be unsecured obligations of the Issuer.
If the Requisite Consents are received and the Proposed Amendments become operative, Holders will not have the benefit of any Guarantees and will only have the benefit of very limited restrictive covenants. Such Notes will continue to accrue interest, payable semiannually in arrears on March 15 and September 15 of each year, and will have the other benefits of the Indenture, subject to the Proposed Amendments.
If the Requisite Consents are not received and the Proposed Amendments do not become operative, the Issuer will have an obligation in Section 4.08 of the Indenture to make a Change of Control Offer following a "Change of Control Triggering Event" (as defined in the Indenture) 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. However, Holders should note that the Total Consideration is higher than the Change of Control Offer Price under a Change of Control Offer.
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 consummation of the Merger. The Offeror reserves the right, at its sole discretion, to waive any and all conditions to the Tender Offer. The Offeror intends to extend the Expiration Date, without extending the February 28, 2024 Withdrawal Deadline (unless required by law), to have the Settlement Date coincide with the completion of the Merger, which is expected to occur in the first quarter of 2024 or in the second quarter of 2024.
Except as set forth herein, all other terms, provisions and conditions of the Tender Offer and Consent Solicitation will remain in full force and effect as set forth in the Statement. The complete terms and conditions of the Tender Offer and Consent Solicitation are described in the Statement, copies of which may be obtained at no charge from D.F. King. The Offeror reserves the right to further amend the terms of the Tender Offer and Consent Solicitation, to further extend the Expiration Date for the Tender Offer and Consent Solicitation or to waive any and all conditions to the Tender Offer and Consent Solicitation, in its sole discretion, at any time.
Requests for documents relating to the Tender Offer and Consent Solicitation may be directed to D.F. King & Co, Inc., the Information, Tender and Tabulation 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") is acting as Dealer Manager for the Tender Offer and Consent Solicitation. Questions regarding the Tender Offer and Consent Solicitation may be directed to J.P. Morgan at (212) 834- 3424 (collect) or (866) 834-4666 (toll free).
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 Tender Offer and Consent Solicitation is being made solely by the Statement. The full details of the Tender Offer and Consent Solicitation, including complete instructions on how to tender the Notes, 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, 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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