HOBOKEN, N.J.--(BUSINESS WIRE)--NICE Ltd. (Nasdaq: NICE) announced today the pricing of its previously announced offering of $400,000,000 aggregate principal amount of 0% Convertible Senior Notes due 2025 in a private placement under the Securities Act of 1933, as amended. NICE also granted to the initial purchasers of the Convertible Notes an option to purchase up to an additional $60,000,0000 aggregate principal amount of the Convertible Notes within a 13-day period beginning on, and including, the initial closing date. The offering of the Convertible Notes is expected to close on August 27, 2020, subject to customary closing conditions.
The Convertible Notes will not bear regular interest. The Convertible Notes will mature on September 15, 2025, unless earlier prepaid, redeemed or exchanged. The Convertible Notes will be general unsecured obligations of the Company.
The Company may not redeem the Convertible Notes prior to September 21, 2023, except in the event of certain tax law changes. On or after September 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.
Prior to the close of business on the business day immediately preceding June 15, 2025, the Convertible Notes will be convertible at the option of the holders only upon the satisfaction of specified conditions and during certain periods. On or after June 15, 2025 until the close of business on the second scheduled trading day preceding the maturity date, the Notes will be convertible at the option of the holders of the Notes at any time regardless of these conditions. The Convertible Notes will be convertible for (i) cash, (ii) American Depositary Shares (the "ADSs"), 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 conversion rate will initially be 3.3424 ADSs per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $299.19 per ADS). The conversion rate will be subject to adjustment in some events. In addition, following certain corporate events that occur prior to the maturity date or the Company's delivery of a notice of redemption, the Company will under certain circumstances, increase the conversion rate for a holder who elects to convert its Convertible Notes in connection with such a corporate event or to convert its Convertible Notes called for redemption in connection with such notice of redemption, as the case may be. The initial conversion price of the Convertible Notes represents a premium of approximately 37.5% to the $217.59 closing price of the ADSs on August 24, 2020.
If the Company undergoes a fundamental change (as defined in the indenture governing the Convertible Notes), holders may require the Company to prepay for cash all or part of their Convertible Notes at a prepayment price equal to 100% of the principal amount of the Convertible Notes to be prepaid, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change prepayment date.
The Company expects that the net proceeds from the offering of the Convertible Notes will be approximately $393 million, after deducting the initial purchasers’ fees and estimated offering expenses (or approximately $452 million if the initial purchasers exercise in full their option to purchase additional notes). 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 Ltd.
NICE (Nasdaq: NICE) is the worldwide 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.
