LivePerson Announces Pricing of Private Offering of $450 Million of 0% Convertible Senior Notes Due 2026
The Notes will be senior, unsecured obligations of LivePerson, will not bear regular interest, and the principal amount of the notes will not accrete. The Notes will mature on
LivePerson may redeem all or any portion of the Notes, at its option, on or after
If LivePerson undergoes a fundamental change (as defined in the indenture governing the Notes), holders may require LivePerson to purchase for cash all or part of their Notes at a purchase price equal to 100% of the principal amount of the Notes to be purchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change purchase date. In addition, if the Company calls any or all of the Notes for redemption or certain make-whole fundamental changes occur, LivePerson will, in certain circumstances, increase the conversion rate for any Notes converted in connection with such redemption or such make-whole fundamental change.
The Notes will have an initial conversion rate of 13.2933 shares of LivePerson common stock per
LivePerson estimates that the net proceeds from the offering will be approximately
In connection with the pricing of the Notes, LivePerson has entered into privately negotiated capped call transactions with one or more of the initial purchasers of the Notes and/or their respective affiliates and/or other financial institutions (the "capped call counterparties"). The capped call transactions are expected generally to reduce the potential dilution to holders of LivePerson common stock upon any conversion of the Notes and/or offset any cash payments that LivePerson could be required to make in excess of the aggregate 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 initially be approximately
In connection with establishing their initial hedges of the capped call transactions, the capped call counterparties have advised LivePerson that they and/or their respective affiliates expect to purchase LivePerson common stock and/or enter into various derivative transactions with respect to LivePerson 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 LivePerson common stock or the Notes at that time.
In addition, the capped call counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to LivePerson common stock and/or purchasing or selling LivePerson common stock, securities or instruments (if any) of LivePerson 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 the Notes occurring on or after
If the initial purchasers of the Notes exercise their option to purchase additional Notes, LivePerson intends to use a portion of the resulting additional proceeds of the sale of the additional Notes to pay the cost of entering into the additional capped call transactions and the remainder for general corporate purposes, including potential acquisitions and strategic transactions.
This press release is neither an offer to sell nor a solicitation of an offer to buy any securities (including the shares of LivePerson common stock, if any, into which the Notes are convertible) and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. Any offers of the Notes will be made only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Act by means of a private offering memorandum.
The Notes and any shares of LivePerson common stock issuable upon conversion of the Notes have not been and will not be registered under the Act, or any state securities laws, and may not be offered or sold in
This press release contains "forward-looking statements" regarding LivePerson that are not historical facts, including, among other things, statements relating to the completion, timing, and size of the offering, the potential effects of capped call transactions and the expected use of proceeds from the offering. Any such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause actual future events or results to differ materially from such statements, including, but not limited to, prevailing market conditions, the impact of general economic, industry or political conditions in
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