The Notes will be general unsecured obligations of Everbridge and will accrue interest payable semiannually in arrears. 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.
Everbridge expects to use a portion of the net proceeds from the offering of the Notes to repurchase for a combination of cash and shares of its common stock a portion of its outstanding 1.50% Convertible Senior Notes due 2022 (the 2022 notes) in privately negotiated transactions concurrently with the offering of the Notes and to pay the cost of the capped call transactions described below. The terms of any repurchases of the 2022 notes will depend on factors, including the market price of Everbridge’s common stock and the trading price of the 2022 notes at the time of such repurchases.
Everbridge expects to use the remainder of any net proceeds for working capital and other general corporate purposes, including potential additional repurchases and redemptions of its existing convertible notes, investments in sales and marketing in
In connection with any repurchase of the 2022 notes, Everbridge expects that holders of the outstanding 2022 notes that have hedged their equity price risk with respect to the 2022 notes (the hedged holders) will, concurrently with the pricing of the Notes, unwind their hedge positions by buying its common stock and/or entering into or unwinding various derivative transactions with respect to its common stock. The amount of Everbridge’s common stock to be purchased by the hedged holders may be substantial in relation to the historic average daily trading volume of its common stock. This activity by the hedged holders may increase the effective conversion price of the Notes. In connection with any repurchase of the 2022 notes, Everbridge intends to amend the terms of the existing capped call transactions that it entered into when the 2022 notes were issued to permit the remaining options underlying such capped call transactions to remain outstanding until
In connection with the pricing of the Notes, Everbridge expects to enter into capped call transactions with one or more of the initial purchasers and/or their respective affiliates or other financial institutions (the option counterparties). The capped call transactions are expected generally to reduce potential dilution to Everbridge’s 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. If the initial purchasers exercise their option to purchase additional Notes, Everbridge expects to enter into additional capped call transactions with the option counterparties.
In connection with establishing their initial hedges of the capped call transactions, Everbridge has been advised that the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to Everbridge’s common stock concurrently with or shortly after the pricing of the Notes and/or purchase shares of Everbridge’s 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 Everbridge’s common stock 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 Everbridge’s common stock and/or purchasing or selling Everbridge’s 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 following any conversion of the Notes, any repurchase of the Notes by Everbridge on any fundamental change repurchase date or otherwise, or any redemption date, in each case, if Everbridge exercises the relevant election under the capped call transactions). This activity could also cause or avoid an increase or a decrease in the market price of Everbridge’s common stock or the Notes, which could affect a noteholder’s ability 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, if any, and value of the consideration that a noteholder will receive upon conversion of the Notes.
Further, to the extent the counterparties to the existing capped call transactions do not agree to amend the terms of those transactions to permit those transactions to remain outstanding, those counterparties may unwind various derivatives and/or purchase or sell Everbridge’s common stock or other securities of Everbridge in the secondary market concurrently and/or following the pricing of the Notes, which would affect the market price of Everbridge’s common stock and the Notes.
Neither the Notes, nor any shares of Everbridge common stock issuable upon conversion of the Notes, have been registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Notes, the common stock potentially issuable upon conversion of the Notes 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.
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 offering of the Notes, whether Everbridge will enter into and the extent, and potential effects, of the capped call transactions and the repurchases of the 2022 notes, the amendments to the existing capped call transactions (or any termination or unwind thereof), if any, the potential dilution to Everbridge’s common stock and statements regarding Everbridge's intentions regarding the use of proceeds from the offering. 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
All Everbridge products are trademarks of