Cardlytics Prices $150.0 Million Convertible Senior Notes Offering
26 Março 2024 - 10:15PM
Cardlytics, Inc. (NASDAQ: CDLX) (“Cardlytics”), an advertising
platform in banks’ digital channels, today announced the pricing of
its offering of $150.0 million aggregate principal amount of 4.25%
convertible senior notes due 2029 (the “notes”) in a private
offering to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended (the “Securities
Act”). The issuance and sale of the notes are scheduled to settle
on April 1, 2024, subject to customary closing conditions.
Cardlytics also granted the initial purchasers of the notes an
option to purchase, for settlement within a period of 13 days from,
and including, the date the notes are first issued, up to an
additional $22.5 million aggregate principal amount of notes.
The notes will be senior, unsecured obligations
of Cardlytics and will accrue interest at a rate of 4.25% per
annum, payable semi-annually in arrears on April 1 and October 1 of
each year, beginning on October 1, 2024. The notes will mature on
April 1, 2029, unless earlier converted or repurchased by
Cardlytics. Before January 2, 2029, noteholders will have the right
to convert their notes only upon the occurrence of certain events.
From and after January 2, 2029, noteholders may convert their notes
at any time at their election until the close of business on the
scheduled trading day immediately before the maturity date.
Cardlytics will settle conversions by paying or delivering, as
applicable, cash, shares of its common stock or a combination of
cash and shares of its common stock, at Cardlytics’ election. The
initial conversion rate is 55.4939 shares of common stock per
$1,000 principal amount of notes, which represents an initial
conversion price of approximately $18.02 per share of common stock.
The initial conversion price represents a premium of approximately
32.5% over the last reported sale price of $13.60 per share of
Cardlytics’ common stock on March 26, 2024. The conversion rate and
conversion price will be subject to adjustment upon the occurrence
of certain events.
The notes will not be redeemable at Cardlytics’
option prior to maturity. If a “fundamental change” (as defined in
the indenture for the notes) occurs, then, subject to a limited
exception, noteholders may require Cardlytics to repurchase their
notes for cash. The repurchase price will be equal to the principal
amount of the notes to be repurchased, plus accrued and unpaid
interest, if any, to, but excluding, the applicable repurchase
date.
Cardlytics estimates that the net proceeds from
the offering will be approximately $144.5 million (or approximately
$166.3 million if the initial purchasers fully exercise their
option to purchase additional notes), after deducting the initial
purchasers’ discounts and commissions and Cardlytics’ estimated
offering expenses.
Cardlytics expects to use approximately $169.3
million, consisting of the net proceeds from the offering, together
with cash on hand, to repurchase for cash approximately $183.9
million aggregate principal amount of its 1.00% convertible senior
notes due 2025 (the “2025 Notes”), together with accrued and unpaid
interest, in privately negotiated transactions entered into
concurrently with the pricing of the offering through one of the
initial purchasers or its affiliate, as Cardlytics’ agent (each, a
“note repurchase transaction”). This press release is not an offer
to repurchase the 2025 Notes, and the offering of the notes is not
contingent upon the repurchase of the 2025 Notes.
In connection with any note repurchase
transaction, Cardlytics expects that holders of the 2025 Notes who
agree to have their 2025 Notes repurchased and who have hedged
their equity price risk with respect to such notes (the “hedged
holders”) will unwind all or part of their hedge positions by
buying Cardlytics’ common stock and/or entering into or unwinding
various derivative transactions with respect to Cardlytics’ common
stock. The amount of Cardlytics’ common stock to be purchased by
the hedged holders or in connection with such derivative
transactions may be substantial in relation to the historic average
daily trading volume of Cardlytics’ common stock. This activity by
the hedged holders could have increased (or reduced the size of any
decrease in) the market price of Cardlytics’ common stock,
including concurrently with the pricing of the notes, which could
have resulted in a higher effective conversion price of the notes.
Cardlytics cannot predict the magnitude of such market activity or
the overall effect it will have on the price of the notes offered
or Cardlytics’ common stock.
The offer and sale of the notes and the shares
of common stock issuable upon conversion of the notes, if any, have
not been, and will not be, registered under the Securities Act or
any other securities laws of any other jurisdiction, and the notes
and any such shares cannot be offered or sold in the United States
absent registration or an applicable exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and any other applicable securities laws. This press
release does not constitute an offer to sell, nor a solicitation of
an offer to buy, the notes or any shares of common stock issuable
upon conversion of the notes, nor will there be any sale of the
notes or any such shares, in any state or other jurisdiction in
which such offer, sale or solicitation would be unlawful.
About Cardlytics, Inc.
Cardlytics, Inc. (NASDAQ: CDLX) is a digital
advertising platform. Cardlytics partners with financial
institutions to run their banking rewards programs that promote
customer loyalty and deepen relationships. In turn, Cardlytics has
a secure view into where and when consumers are spending their
money. Cardlytics uses these insights to help marketers identify,
reach, and influence likely buyers at scale, as well as measure the
true sales impact of marketing campaigns. Headquartered in Atlanta,
Cardlytics has offices in Menlo Park, Los Angeles, New York, and
London.
Forward-Looking Statements
This press release includes forward-looking
statements, including statements regarding the completion, timing
and size of the proposed offering and the note repurchase
transactions, the expected amount and intended use of the net
proceeds and the potential impact of the foregoing or related
transactions on dilution to holders of Cardlytics’ common stock and
the market price of Cardlytics’ common stock or the notes or the
conversion price of the notes. Forward-looking statements represent
Cardlytics’ current expectations regarding future events and are
subject to known and unknown risks and uncertainties that could
cause actual results to differ materially from those implied by the
forward-looking statements. Among those risks and uncertainties are
market conditions, Cardlytics’ ability to complete the proposed
offering on the expected terms, or at all, whether and on what
terms Cardlytics may repurchase any of the 2025 Notes and risks
relating to Cardlytics’ business, including those described in
Cardlytics’ Annual Report on Form 10-K filed with the Securities
and Exchange Commission on March 14, 2024 and in subsequent
periodic reports that Cardlytics files with the Securities and
Exchange Commission. Cardlytics may not be able to satisfy the
closing conditions related to the offering and cannot provide any
assurances regarding its ability to effectively apply the net
proceeds as described above. The forward-looking statements
included in this press release speak only as of the date of this
press release, and Cardlytics does not undertake to update the
statements included in this press release for subsequent
developments, except as may be required by law.
Contacts:
Public Relations:pr@cardlytics.com
Investor Relations:ir@cardlytics.com
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