NICE Announces Proposed Offering of $225,000,000 of Exchangeable Senior Notes Due 2024
10 Janvier 2017 - 10:10PM
Business Wire
NICE Ltd. (Nasdaq: NICE) (the “Company”) announced today
that its wholly owned subsidiary, NICE Systems Inc. (“NICE
Systems”) intends to offer, subject to market and other
considerations, $225,000,000 aggregate principal amount of
Exchangeable Senior Notes due 2024 (the “Exchangeable Notes”) in a
private placement under the Securities Act of 1933, as amended (the
“Securities Act”). The Exchangeable Notes will be general unsecured
obligations of NICE Systems, guaranteed by the Company. Subject to
satisfaction of certain conditions and during certain periods, the
Exchangeable Notes will be exchangeable at the option of holders
into (i) cash, (ii) American Depositary Shares (the “ADSs”), each
representing one fully paid ordinary share, par value NIS 1.00 per
share of the Company or (iii) a combination thereof, at NICE
Systems’ election. The Exchangeable Notes will not be redeemable at
NICE Systems’ option prior to their maturity date, except in the
event of certain tax law changes. The interest rate, exchange rate
and other terms of the Exchangeable Notes will be determined at the
time of the pricing of the offering.
NICE Systems also intends to grant to the initial purchasers of
the Exchangeable Notes an option to purchase up to an additional
$33,750,000 aggregate principal amount of the Exchangeable Notes
within a 13-day period beginning on, and including, the initial
closing date.
NICE Systems intends to use a portion of the net proceeds of the
offering to pay the cost of the exchangeable note hedge
transactions described below (such cost net of the proceeds
received by the Company upon sale of the warrant transactions by
the Company described below) and to use the remaining net proceeds
of the offering to repay a portion of the outstanding borrowings
under the Company’s and NICE Systems’ term loan facility.
In connection with the pricing of the Exchangeable Notes, NICE
Systems intends to enter into privately negotiated exchangeable
note hedge transactions with one or more of the initial purchasers
and/or their respective affiliates (the “option counterparties”).
The exchangeable note hedge transactions will cover, subject to
customary anti-dilution adjustments substantially similar to those
applicable to the Exchangeable Notes, the same number of ADSs that
will initially underlie the Exchangeable Notes. The exchangeable
note hedge transactions are expected generally to reduce potential
dilution to the ADSs and/or offset potential cash payments NICE
Systems is required to make in excess of the principal amount, in
each case, upon any exchange of the Exchangeable Notes.
Concurrently with NICE Systems’ entry into the exchangeable note
hedge transactions, the Company intends to enter into warrant
transactions with the option counterparties relating to the same
number of ADSs, subject to customary anti-dilution adjustments.
These warrant transactions could separately have a dilutive effect
on the ADSs to the extent that the market price per ADS exceeds the
applicable strike price of the warrants on one or more of the
applicable expiration dates unless, subject to the terms of the
warrant transactions, the Company elects to cash settle the
warrants. If the initial purchasers exercise their option to
purchase additional Exchangeable Notes, NICE Systems may enter into
additional exchangeable note hedge transactions with the option
counterparties and the Company may enter into additional warrant
transactions with the option counterparties.
In connection with establishing their initial hedges of the
exchangeable note hedge transactions and warrant transactions, the
option counterparties and/or their respective affiliates have
advised NICE Systems that they expect to purchase ADSs or other
securities of NICE Systems’ in secondary market transactions and/or
enter into various derivative transactions with respect to the ADSs
concurrently with or shortly after the pricing of the Exchangeable
Notes, including with certain investors in the Exchangeable Notes.
This activity could increase (or reduce the size of any decrease
in) the market price of ADSs or the Exchangeable Notes at that
time. In addition, the option counterparties and/or their
respective affiliates may modify their hedge positions by entering
into or unwinding various derivatives with respect to the ADSs
and/or purchasing or selling ADSs or other securities of NICE
Systems’ in secondary market transactions following the pricing of
the Exchangeable Notes and prior to the maturity of the
Exchangeable Notes (and are likely to do so following exchange of
the Exchangeable Notes, during any observation period related to an
exchange of the Exchangeable Notes or upon any repurchase or
mandatory prepayment of Exchangeable Notes by NICE Systems (whether
upon a fundamental change or otherwise)). The effect, if any, of
these activities on the market price of ADSs or the Exchangeable
Notes will depend in part on market conditions and cannot be
ascertained at this time, but any of these activities could cause
or prevent an increase or a decline in the market price of ADSs or
the Exchangeable Notes, which could affect the ability of
noteholders to exchange Exchangeable Notes and, to the extent the
activity occurs following exchange or during any observation period
related to an exchange of the Exchangeable Notes, it could affect
the amount of cash and/or the number and value of ADSs noteholders
receive upon exchange of the Exchangeable Notes.
The offering is being made to qualified institutional buyers
pursuant to Rule 144A under the Securities Act. Neither the
Exchangeable Notes nor any of the ADSs issuable upon exchange of
the Exchangeable Notes have been or are expected to be registered
under the Securities Act or under any state securities laws and,
unless so registered, may not be offered or sold in the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and applicable state securities laws.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall it
constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale is unlawful.
About NICE Ltd.
NICE Ltd. is the worldwide leading provider of enterprise
software solutions that empower organizations to make smarter
decisions based on advanced analytics of structured and
unstructured data. The Company’s solutions help the world’s largest
organizations deliver better customer service, ensure compliance,
combat fraud and safeguard citizens. Over 25,000 organizations in
more than 150 countries, including over 80 of the Fortune 100
companies, are using the Company’s solutions.
Forward-Looking Statements
This press release contains forward-looking statements as that
term is defined in the Private Securities Litigation Reform Act of
1995. Such forward-looking statements include statements regarding
the expected completion of the offering of the Exchangeable Notes,
the Company’s intended use of the net proceeds of the offering and
the actions of the option counterparties or their affiliates with
respect to the exchangeable note hedge transactions. Such
statements are based on the current beliefs, expectations and
assumptions of the management of the Company. In some cases, such
forward-looking statements can be identified by terms such as
believe, expect, may, will, intend, project, plan, estimate or
similar words. Forward-looking statements are subject to a number
of risks and uncertainties that could cause the actual results or
performance of the Company to differ materially from those
described herein, including but not limited to the impact of the
global economic environment on the Company’s customer base
(particularly financial services firms) potentially impacting the
Company’s business and financial condition; competition; changes in
technology and market requirements; decline in demand for the
Company’s products; inability to timely develop and introduce new
technologies, products and applications; difficulties or delays in
absorbing and integrating acquired operations, products,
technologies and personnel; loss of market share; an inability to
maintain certain marketing and distribution arrangements; and the
effect of newly enacted or modified laws, regulation or standards
on the Company and the Company’s products. For a more detailed
description of the risk factors and uncertainties affecting the
Company, refer to the Company’s reports filed from time to time
with the Securities and Exchange Commission, including the
Company’s Annual Report on Form 20-F. The forward-looking
statements contained in this press release are made as of the date
of this press release, and the Company undertakes no obligation to
update or revise them, except as required by law.
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version on businesswire.com: http://www.businesswire.com/news/home/20170110006366/en/
NICE Ltd.InvestorsMarty Cohen,
+1-212-574-3635ir@nice.com, ETorYisca Erez, +972 9
775-379ir@nice.com, CETorMediaErik Snider,
+1-877-245-7448erik.snider@nice.com
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