HOBOKEN, N.J.--(BUSINESS WIRE)--NICE Ltd. (NASDAQ: NICE) announced today that it intends to offer, subject to market and other considerations, $400,000,000 aggregate principal amount of Convertible Senior Notes due 2025 in a private placement under the Securities Act of 1933, as amended. The Company also intends to grant to the initial purchasers of the Convertible Notes an option to purchase up to an additional $60,000,000 aggregate principal amount of the Convertible Notes within a 13-day period beginning on, and including, the initial closing date. The Convertible Notes will be general unsecured obligations of the Company. The Convertible Notes will mature on September 15, 2025, unless earlier repurchased, redeemed or converted in accordance with their terms prior to such date. Prior to June 15, 2025, the Notes will be convertible at the option of the holders only upon the satisfaction of certain conditions and during certain periods. On or after June 15, 2025, the Convertible Notes will be convertible at the option of the holders until the close of business on the second scheduled trading day prior to the maturity date. The Convertible Notes will be convertible into (i) cash, (ii) American Depositary Shares, each representing one fully paid ordinary share, par value NIS 1.00 per share of the Company or (iii) a combination thereof, at the Company's election.
The Company may not redeem the Convertible Notes prior to September 21, 2023, except in the event of certain tax law changes. On or afterSeptember 21, 2023, the Company may redeem, for cash, all or part of the Convertible Notes if the last reported sale price of its ADSs has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of the redemption at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Holders of the Convertible Notes will have the right to require the Company to repurchase all or a portion of their Convertible Notes upon the occurrence of a fundamental change (as defined in the indenture governing the Convertible Notes) at a cash repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus any accrued and unpaid interest to, but excluding the fundamental change repurchase date.
The Company intends to use the net proceeds of the offering for general corporate purposes, which may include repayment of our outstanding term loan under our credit agreement at or prior to maturity in December 2021.
The offering is being made to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The Convertible Notes, any of the ADSs issuable upon conversion of the Convertible Notes and the ordinary shares of the Company represented thereby have not been and are not expected to be registered under the Securities Act or under any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
This press release is being issued pursuant to Rule 135(c) under the Securities Act, and it does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
About NICE
NICE (Nasdaq: NICE) is the world’s leading provider of both cloud and on-premises enterprise software solutions that empower organizations to make smarter decisions based on advanced analytics of structured and unstructured data. NICE helps organizations of all sizes deliver better customer service, ensure compliance, combat fraud and safeguard citizens. Over 25,000 organizations in more than 150 countries, including over 85 of the Fortune 100 companies, are using NICE solutions. www.nice.com.
