BURLINGTON, Mass.--(BUSINESS WIRE)--Nov. 16, 2017--
Everbridge, Inc. (Nasdaq:EVBG) announced today the pricing of an
underwritten offering of $100.0 million aggregate principal amount of
1.50% convertible senior notes due 2022 (the Notes). The Notes will be
issued at a price equal to 100% of the principal amount thereof. In
connection with the offering, Everbridge has also granted 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 sale of the Notes is expected to close on November
20, 2017, subject to the satisfaction of customary closing conditions.
The Notes will be senior unsecured obligations of Everbridge and
interest on the Notes of 1.50% per year will be payable semiannually in
arrears on May 1 and November 1 of each year, commencing on May 1, 2018.
The Notes will mature on November 1, 2022, unless earlier repurchased,
redeemed or converted in accordance with their terms. The Notes will be
convertible into cash, shares of Everbridge's common stock (the common
stock) or a combination of cash and shares, at Everbridge's election.
The conversion rate will initially be 29.6626 shares of common stock per
$1,000 principal amount of Notes (equivalent to an initial conversion
price of approximately $33.71 per share of common stock), subject to
customary adjustments. Prior to the close of business on the business
day immediately preceding May 1, 2022, the Notes will be convertible at
the option of holders only upon the satisfaction of certain conditions.
Thereafter, holders of the Notes may convert their Notes at their option
at any time prior to the close of business on the second scheduled
trading day immediately preceding maturity on November 1, 2022.
Everbridge may redeem for cash all or any portion of the Notes, at its
option, on or after November 6, 2020 if the last reported sale price of
Everbridge’s common stock has been at least 130% of the conversion price
then in effect for at least 20 trading days (whether or not
consecutive), including the trading day immediately preceding the date
on which Everbridge provides notice of redemption, during any 30
consecutive trading day period ending on, and including, the trading day
immediately preceding the date on which Everbridge provides notice of
redemption at a redemption price equal to 100% of the principal amount
of the Notes to be redeemed, plus accrued and unpaid interest to, but
excluding, the redemption date. If Everbridge undergoes a “fundamental
change,” holders of the Notes may require Everbridge to repurchase for
cash all or any portion of their Notes at a fundamental change
repurchase price equal to 100% of the principal amount of the Notes to
be repurchased, plus accrued and unpaid interest to, but excluding, the
fundamental change repurchase date.
In connection with the offering of the Notes, Everbridge entered into
privately negotiated capped call transactions with affiliates of two of
the underwriters and an additional financial institution (the option
counterparties). The capped call transactions are expected generally to
reduce potential dilution to the common stock 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 initially equal to
approximately $47.20 (which represents a premium of approximately 75%
over the last reported sale price of the common stock on November 15,
2017). If the underwriters exercise their over-allotment option,
Everbridge expects to enter into additional capped call transactions
with the option counterparties.
Everbridge estimates that the proceeds from this offering will be
approximately $96.5 million (or $111.1 million if the underwriters
exercise their option to purchase additional Notes in full), after
deducting fees and estimated expenses. 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.
Everbridge expects that in connection with establishing their initial
hedges of the capped call transactions, the option counterparties or
their respective affiliates will enter into various derivative
transactions with respect to the common stock 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 common stock
or the Notes at that time.
In addition, Everbridge expects that the option counterparties or their
respective affiliates may modify their hedge positions by entering into
or unwinding various derivatives with respect to the common stock and/or
purchasing or selling the common stock 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 common stock 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 of common stock and value of the
consideration that holders will receive upon conversion of the Notes.
Concurrently with the offering of the Notes, a selling stockholder is
offering 650,000 shares of common stock for resale in a separate
underwritten offering at a public offering price per share of $26.97.
The selling stockholder also granted the underwriters a 30-day option to
purchase up to an additional 97,500 shares of common stock from the
selling stockholder at the public offering price less underwriting
discounts and commissions. Everbridge will not receive any of the
proceeds from the sale of the shares. The offering of the common stock
is expected to close on November 20, 2017, subject to the satisfaction
of customary closing conditions. The closing of the offering of common
stock 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 common stock.
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 offerings of the Notes and of the common stock 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. 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 prospectus supplements and the accompanying prospectuses
relating to the offerings may 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 common stock 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 common stock, 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/20171116005630/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
