Cardlytics Announces Pricing of Offering of $200 Million of Convertible Senior Notes
The notes will be general unsecured obligations of
If Cardlytics undergoes a “fundamental change,” subject to certain conditions, holders of the notes may require Cardlytics to repurchase for cash all or any portion of their notes at a 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 addition, following certain corporate events that occur prior to the maturity date of the notes or if
Cardlytics estimates that the net proceeds from the offering will be approximately $193.5 million (or $222.6 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting the initial purchasers’ discount and estimated offering expenses payable by Cardlytics. Cardlytics intends to use a portion of the net proceeds from the offering to pay the cost of the capped call transactions described below. If the initial purchasers exercise their option to purchase additional notes,
In connection with the pricing of the notes, Cardlytics entered into privately negotiated capped call transactions with an affiliate of one of the initial purchasers and certain other financial institutions (the “option counterparties”). The capped call transactions cover, subject to customary adjustments, the number of shares of Cardlytics’ common stock that will initially underlie the notes. The capped call transactions are expected to offset the potential dilution to Cardlytics’ common stock as a result of any conversion of the notes, with such reduction subject to a cap. The cap price of the capped call transactions relating to the notes will initially be approximately $128.51, which represents a premium of approximately 100% over the last reported sale price of Cardlytics’ common stock on the Nasdaq Global Market on September 17, 2020, and is subject to certain adjustments under the terms of the capped call transactions.
In connection with establishing their initial hedges of the capped call transactions,
The notes were and will only be offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. Neither the notes, nor any shares of Cardlytics’ 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 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 other applicable securities laws.
This press release is neither an offer to sell nor a solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
Cautionary Language Concerning Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to statements concerning the completion of the proposed offering of the notes and capped call transactions, expectations regarding the effect of the capped call transactions and regarding actions of the option counterparties and/or their respective affiliates and the anticipated use of proceeds from the offering. These forward-looking statements are based on Cardlytics’ current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause Cardlytics’ actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement. These risks include, but are not limited to market risks, trends and conditions. These and other risks are more fully described in Cardlytics’ filings with the
Source: Cardlytics, Inc.