NICE Ltd. (Nasdaq: NICE) (the “Company”) announced today
the pricing of the offering by its wholly owned subsidiary, NICE
Systems Inc. (“NICE Systems”) of $250,000,000 aggregate principal
amount of 1.25% 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. NICE Systems also granted to the initial
purchasers of the Exchangeable Notes an option to purchase up to an
additional $37,500,000 aggregate principal amount of the
Exchangeable Notes within a 13-day period beginning on, and
including, the initial closing date. The offering of the
Exchangeable Notes is expected to close on January 18, 2017,
subject to customary closing conditions.
The Exchangeable Notes will bear interest at a fixed rate of
1.25% per year, payable semiannually in arrears on January 15 and
July 15 of each year, beginning on July 15, 2017. The Exchangeable
Notes will mature on January 15, 2024, unless earlier prepaid,
redeemed or exchanged. 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.
Subject to satisfaction of certain conditions and during certain
periods, the Exchangeable Notes will be exchangeable at the option
of holders for (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 exchange rate will initially be
12.0260 ADSs per $1,000 principal amount of Exchangeable Notes
(equivalent to an initial exchange price of approximately $83.15
per ADS). The exchange rate will be subject to adjustment in some
events. In addition, following certain corporate events that occur
prior to the maturity date or NICE Systems’ delivery of a notice of
tax redemption, NICE Systems will increase, in certain
circumstances, the exchange rate for a holder who elects to
exchange its Exchangeable Notes in connection with such a corporate
event or tax redemption, as the case may be. The initial exchange
price of the Exchangeable Notes represents a premium of
approximately 22.50% to the $67.88 closing price of the ADSs on
January 11, 2017.
If the Company or NICE Systems undergoes a fundamental change
(as defined in the indenture governing the Exchangeable Notes),
holders may require NICE Systems to prepay for cash all or part of
their Exchangeable Notes at a prepayment price equal to 100% of the
principal amount of the Exchangeable Notes to be prepaid, plus
accrued and unpaid interest, if any, to, but excluding, the
fundamental change prepayment date.
The Company expects that the net proceeds from the offering of
the Exchangeable Notes will be approximately $243.4 million, after
deducting the initial purchasers’ fees and estimated offering
expenses. NICE Systems intends to use approximately $17.5 million
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 has entered 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 has entered into warrant
transactions with the option counterparties relating to the same
number of ADSs, with a strike price of $101.8200, 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/20170111006216/en/
NICE Ltd.InvestorsMarty Cohen, +1 551 256 5354,
ETir@nice.comorYisca Erez, +972 9 775-3798,
CETir@nice.comorMedia ContactErik Snider, +1 877 245
7448erik.snider@nice.com
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