Five9 Announces Proposed $600 Million Convertible Notes Offering
26 Fevereiro 2024 - 6:01PM
Business Wire
Five9, Inc. (NASDAQ: FIVN), the Intelligent CX Platform
provider, today announced its intention to offer, subject to market
conditions and other factors, $600 million aggregate principal
amount of convertible senior notes due 2029 (the “notes”) in a
private placement to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended (the “Act”).
Five9 also expects to grant the initial purchasers of the notes a
13-day option to purchase up to an additional $90 million aggregate
principal amount of the notes.
The notes will be senior, unsecured obligations of Five9, and
interest will be payable semi-annually in arrears. The notes will
be convertible into cash, shares of Five9’s common stock (“common
stock”), or a combination thereof, at Five9’s election. The
interest rate, initial conversion rate and other terms of the notes
are to be determined upon pricing of the offering. The notes will
also be redeemable at the option of Five9 after a specified date if
certain conditions are met.
Five9 expects to use a portion of the net proceeds of the
offering of the notes to pay the cost of the capped call
transactions described below and to repurchase a portion of its
outstanding 0.500% convertible senior notes due 2025 (the “2025
notes”) (such transactions, the “2025 note repurchases”). The
remainder of the net proceeds from the offering would be used for
working capital and other general corporate purposes. The terms of
any 2025 note repurchases will depend on factors, including the
trading price of the 2025 notes at the time of such 2025 note
repurchases. Five9 also expects that holders of the 2025 notes that
sell their 2025 notes to Five9 may enter into or unwind various
derivatives with respect to Five9’s common stock and/or purchase or
sell shares of Five9’s common stock in the market to hedge their
exposure in connection with these transactions. These activities
could increase (or reduce the size of any decrease in) the market
price of Five9’s common stock or the notes. These activities could
affect the market price of Five9’s common stock concurrently with
the pricing of the notes, and could also result in higher effective
conversion prices for the notes.
In connection with the pricing of the notes, Five9 expects to
enter into capped call transactions with one or more of the initial
purchasers and/or their respective affiliates and/or other
financial institutions (the “option counterparties”). The capped
call transactions are expected generally to reduce potential
dilution to Five9’s common stock upon any conversion of the notes
and/or offset any potential cash payments Five9 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 based on
the cap price. The cap price of the capped call transactions will
be determined upon pricing of the notes. If the initial purchasers
exercise their option to purchase additional notes, Five9 expects
to enter into additional capped call transactions with the option
counterparties.
Five9 expects that, in connection with establishing their
initial hedges of the capped call transactions, the option
counterparties or their respective affiliates will purchase shares
of Five9’s common stock and/or enter into various derivative
transactions with respect to Five9’s common stock concurrently
with, or shortly after, the pricing of the notes. These activities
could increase (or reduce the size of any decrease in) the market
price of Five9’s common stock or the notes at that time.
In addition, Five9 expects that the option counterparties or
their respective affiliates may modify their hedge positions by
entering into or unwinding various derivative transactions with
respect to Five9’s common stock and/or by purchasing or selling
shares of Five9’s common stock or other securities of Five9 in
secondary market transactions following the pricing of the notes
and prior to the maturity of the notes (and are likely to do so (x)
during any observation period related to a conversion of notes and
(y) following any repurchase of notes by Five9 if it elects to
unwind a corresponding portion of the capped call transactions in
connection with such repurchase). These activities could cause or
avoid an increase or a decrease in the market price of Five9’s
common stock or the notes, which could affect the ability of
noteholders to convert the notes and, to the extent the activity
occurs following conversion or during any observation period
related to a conversion of the notes, could affect the amount and
value of the consideration that noteholders will receive upon
conversion of the notes.
In connection with the issuance of the 2025 notes, Five9 entered
into capped call transactions (the “existing capped call
transactions”) with certain financial institutions (the “existing
option counterparties”). If Five9 repurchases any of the 2025
notes, it expects to enter into agreements with the existing option
counterparties to terminate a portion of the existing capped call
transactions in a notional amount corresponding to the amount of
2025 notes purchased. In connection with the termination of any of
these transactions, Five9 expects the existing option
counterparties or their respective affiliates to sell shares of
Five9’s common stock and/or unwind various derivatives to unwind
their hedge in connection with those transactions. This activity
could decrease (or reduce the size of any increase in) the market
price of Five9’s common stock at that time and it could decrease
(or reduce the size of any increase in) the market value of the
notes. In connection with the termination of the existing option
transactions, Five9 will receive payments in amounts that depend in
part on the market price of Five9’s common stock over a valuation
period following the pricing of the notes.
The notes will be offered only to persons reasonably believed to
be qualified institutional buyers pursuant to Rule 144A under the
Act. Neither the notes nor the shares of common stock issuable upon
conversion of the notes, if any, have been, nor will be, registered
under the Act or the securities laws of any other jurisdiction and
may not be offered or sold in the United States absent registration
or an applicable exemption from such registration requirements.
This announcement is neither an offer to sell nor a solicitation
of an offer to buy any of these securities and shall not constitute
an offer, solicitation, or sale in any jurisdiction in which such
offer, solicitation, or sale is unlawful.
Forward-Looking Statements
This news release contains certain forward-looking statements,
including statements regarding our proposed offering of the notes,
our intention to enter into the related capped call transactions
and the 2025 note repurchases, and the use of proceeds from the
notes offering, that are based on our current expectations and
involve numerous risks and uncertainties that may cause these
forward-looking statements to be inaccurate. Risks that may cause
these forward-looking statements to be inaccurate include, among
others: (i) whether we will be able to consummate the offering;
(ii) the final terms of the offering and the capped call
transactions; (iii) the satisfaction of customary closing
conditions with respect to the offering of the notes; (iv)
prevailing market conditions; (v) the anticipated use of net
proceeds of the offering of the notes which could change as a
result of market conditions or for other reasons; (vi) whether the
capped call transactions will become effective; (vii) the impact of
adverse economic conditions, including the impact of macroeconomic
deterioration, including continuing inflation, increased interest
rates, supply chain disruptions, decreased economic output and
fluctuations in currency rates, the impact of the Russia-Ukraine
conflict, the impact of the conflict in Israel, and other factors,
that may continue to harm our business; and (viii) the other risks
detailed from time-to-time under the caption “Risk Factors” and
elsewhere in our Securities and Exchange Commission filings and
reports, including, but not limited to, our most recent annual
report on Form 10-K. Such forward-looking statements speak only as
of the date hereof and readers should not unduly rely on such
statements. We undertake no obligation to update the information
contained in this press release, including in any forward-looking
statements, except as may be required by law.
About Five9
The Five9 Intelligent CX Platform provides a comprehensive suite
of solutions for orchestrating fluid customer experiences. Our
cloud-native, multi-tenant, scalable, reliable, and secure platform
includes contact center; omni-channel engagement; Workforce
Engagement Management; extensibility through more than 1,000
partners; and innovative, practical AI, automation and journey
analytics that are embedded as part of the platform. Five9 brings
the power of people, technology, and partners to more than 3,000
organizations worldwide.
Source: Five9, Inc.
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version on businesswire.com: https://www.businesswire.com/news/home/20240226529730/en/
Investor Relations Contacts:
Five9, Inc. Barry Zwarenstein Chief Financial Officer
925-201-2000 ext. 5959 IR@five9.com
The Blueshirt Group for Five9, Inc. Lauren Sloane
Lauren@blueshirtgroup.com
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