BURLINGTON, Mass.--(BUSINESS WIRE)--Nov. 14, 2017--
Everbridge, Inc. (Nasdaq: EVBG) announced today an underwritten
offering, subject to market and other conditions, of $100.0 million
aggregate principal amount of convertible senior notes due 2022 (the
Notes). Everbridge also expects to grant the underwriters a 30-day
option to purchase up to an additional $15.0 million aggregate principal
amount of Notes, solely to cover over-allotments.
The Notes will be convertible into cash, shares of Everbridge's common
stock or a combination of cash and shares, at Everbridge's election. The
interest rate, initial conversion rate and other terms of the Notes will
be determined at the time of the pricing of the offering. In connection
with the offering of the Notes, Everbridge expects to enter into one or
more privately negotiated capped call transactions with the
underwriters, and/or their respective affiliates or other financial
institutions (the option counterparties). The capped call transactions
are expected generally to reduce potential dilution to our common stock
(the Shares) upon any conversion of Notes and/or offset any cash
payments Everbridge is required to make in excess of the principal
amount of converted Notes, as the case may be, with such reduction
and/or offset subject to a cap. If the underwriters exercise their
over-allotment option, Everbridge expects to enter into additional
capped call transactions with the option counterparties.
Everbridge intends to use a portion of the net proceeds from the
offering of the Notes to pay the cost of the capped call transactions,
and the remainder of the net proceeds for working capital and other
general corporate purposes. Everbridge may also use a portion of the
proceeds for continued geographic expansion, as well as for acquisitions
or strategic investments in complementary businesses or technologies,
although it does not currently have any plans for any such acquisitions,
investments or expansion.
In connection with establishing their initial hedges of the capped call
transactions, the option counterparties or their respective affiliates
expect to enter into various derivative transactions with respect to the
Shares concurrently with or shortly after the pricing of the Notes. This
activity could increase (or reduce the size of any decrease in) the
market price of the Shares or the Notes at that time.
In addition, the option counterparties or their respective affiliates
may modify their hedge positions by entering into or unwinding various
derivatives with respect to the Shares and/or purchasing or selling the
Shares or other securities of Everbridge in secondary market
transactions following the pricing of the Notes and prior to the
maturity of the Notes (and are likely to do so during any observation
period related to a conversion of Notes). This activity could also cause
or avoid an increase or a decrease in the market price of the Shares or
the Notes, which could affect the ability of holders to convert the
Notes and, to the extent the activity occurs during any observation
period related to a conversion of Notes, it could affect the number of
Shares and value of the consideration that holders will receive upon
conversion of the Notes.
Concurrently with the offering of the Notes, a selling stockholder
expects to offer 650,000 Shares for resale in a separate underwritten
offering. The selling stockholder also expects to grant the underwriters
a 30-day option to purchase up to an additional 97,500 Shares.
Everbridge will not receive any of the proceeds from the sale of the
Shares. The closing of the offering of the Shares is not conditioned
upon the closing of the offering of the Notes, and the closing of the
offering of the Notes is not conditioned upon the closing of the
offering of the Shares.
BofA Merrill Lynch and Credit Suisse are acting as joint book-running
managers for each of the offerings. Stifel, KeyBanc Capital Markets,
Canaccord Genuity, Needham & Company, Northland Capital Markets, Raymond
James and William Blair are acting as co-managers.
The offering of the Notes and of the Shares have each been registered
under the Securities Act of 1933, as amended. For additional information
relating to the offerings, Everbridge refers you to its Registration
Statement on Form S-3, which it filed with the Securities and Exchange
Commission (the SEC) on October 2, 2017 and which became effective on
October 13, 2017. Preliminary prospectus supplements and accompanying
prospectuses relating to the offerings will be filed with the SEC and
will be available on the SEC's website at http://www.sec.gov.
Copies of the preliminary prospectus supplements and the accompanying
prospectuses relating to the offerings may also be obtained, when
available, from BofA Merrill Lynch NC1-004-03-43, 200 North College
Street, 3rd floor, Charlotte NC 28255-0001, Attn: Prospectus Department,
or by email at dg.prospectus_requests@baml.com;
or from Credit Suisse Securities (USA) LLC, Attention: Prospectus
Department, One Madison Avenue, New York, NY 10010, by telephone at
1-800-221-1037, or by email at newyork.prospectus@credit-suisse.com
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy the Notes, the Shares or any other
securities, and will not constitute an offer, solicitation or sale in
any state or jurisdiction in which such an offer, solicitation or sale
would be unlawful. The offering of these securities will be made only by
means of the prospectus supplements and the accompanying prospectuses.
About Everbridge
Everbridge, Inc. is a global software company that provides enterprise
software applications that automate and accelerate organizations'
operational response to critical events in order to keep people safe and
businesses running faster. During public safety threats such as active
shooter situations, terrorist attacks or severe weather conditions, as
well as critical business events such as IT outages, cyber-attacks or
other incidents such as product recalls or supply-chain interruptions,
over 3,500 global customers rely on the company’s SaaS-based platform to
quickly and reliably aggregate and assess threat data, locate people at
risk and responders able to assist, automate the execution of
pre-defined communications processes, and track progress on executing
response plans. The company’s platform sent over 1.1 billion messages in
the first nine months of 2017, and offers the ability to reach more than
200 countries and territories with secure delivery to over 100 different
communication devices. The company’s critical communications and
enterprise safety applications include Mass Notification, Incident
Management, Safety Connection™, IT Alerting, Visual Command Center,
Crisis Commander, Community Engagement™ and Secure Messaging. Everbridge
serves 8 of the 10 largest U.S. cities, 8 of the 10 largest U.S.-based
investment banks, all four of the largest global accounting firms, 25 of
the 25 busiest North American airports, six of the 10 largest global
consulting firms, six of the 10 largest global auto makers, all four of
the largest global accounting firms, four of the 10 largest U.S.-based
health care providers and four of the 10 largest U.S.-based health
insurers. Everbridge is based in Boston and Los Angeles with additional
offices in San Francisco, Lansing, Orlando, Beijing, London and
Stockholm.
Forward-Looking Statements
This press release contains forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995
including, without limitation, statements regarding the terms of the
offerings of the Notes and of the Shares, the current market demand for
these types of securities and the securities of Everbridge and
statements regarding Everbridge's intentions regarding the use of
proceeds from the offerings. These forward-looking statements are based
on the current expectations of the management of Everbridge as of the
date of this press release and are subject to risks, uncertainties,
changes in circumstances, assumptions and other factors that may cause
actual results of Everbridge to be materially different from those
reflected in the forward-looking statements. Important factors that
could cause actual results to differ materially from those indicated by
such forward-looking statements include market risks, among others.
These and other risks are discussed in Everbridge's filings with the
SEC, including, without limitation, Everbridge's Annual Report on Form
10-K, filed with the SEC on March 23, 2017, its Quarterly Report on Form
10-Q, filed with the SEC on November 7, 2017, and its periodic reports
on Form 8-K and Form 8-K/A, as well as the risks identified in the
registration statement and the preliminary prospectus supplements
relating to the offerings. Given these uncertainties, you should not
place undue reliance on forward-looking statements, which speak only as
of the date hereof. Everbridge is under no obligation, and expressly
disclaims any obligation to update or alter any forward-looking
statement, whether as a result of new information, future events or
otherwise.
View source version on businesswire.com: http://www.businesswire.com/news/home/20171114006617/en/
Source: Everbridge, Inc.
Investors:
ICR
Garo Toomajanian, 818-230-9712
ir@everbridge.com
or
Media:
Everbridge
Jeff
Benanto, 781-373-9879
jeff.benanto@everbridge.com
