Consensus Cloud Solutions, Inc. Announces Pricing of Secondary Offering of 500,000 Shares Held by Ziff Davis

Rhea-AI Summary

Consensus Cloud Solutions, Inc. (NASDAQ: CCSI) announced the pricing of an underwritten offering of 500,000 shares of its common stock owned by Ziff Davis at $46.00 per share. Consensus will not receive proceeds from this offering, which is anticipated to close on September 19, 2022. The shares are part of a debt-for-equity exchange involving Citicorp North America, Inc. Citigroup Global Markets Inc. is the sole underwriter for this offering. The company continues to focus on secure digital document solutions and has filed a shelf registration statement with the SEC.

Positive

• Pricing of common stock at $46.00 per share, potentially indicating market confidence.
• The offering will close on a set date, providing clarity for investors.

Negative

• Consensus will not receive any proceeds from the offering, limiting financial benefits.
• Loss of 500,000 shares from Ziff Davis may affect share value and investor sentiment.

LOS ANGELES--(BUSINESS WIRE)-- Consensus Cloud Solutions, Inc. (NASDAQ: CCSI) (the “Company” or “Consensus”) announced today the pricing of an underwritten offering of 500,000 shares of its common stock currently owned by Ziff Davis, Inc. (“Ziff Davis”), Consensus’s former parent company at a price of $46.00 per share (before underwriting discounts and commissions). Consensus is not selling any shares and will not receive any proceeds from the sale of the shares in the offering and will not receive any proceeds from the debt-for-equity exchange (as described below).

Prior to the closing of the offering, Ziff Davis intends to exchange 500,000 shares of Consensus common stock for indebtedness of Ziff Davis that will be owned by Citicorp North America, Inc. Citicorp North America, Inc., as the selling stockholder in the offering, intends to sell these shares of Consensus common stock to the underwriter in connection with the public offering. The offering is expected to close on September 19, 2022.

Citigroup Global Markets Inc. is acting as the sole book-runner and underwriter for the offering.

The Company has filed a shelf registration statement (including a prospectus) on Form S-1 with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. The registration was declared effective on June 9, 2022. Before you invest, you should read the base prospectus in that registration statement, the accompanying prospectus supplement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may obtain these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus supplement and accompanying base prospectus relating to the offering, when available, may be obtained from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by telephone at 800-831-9146.

This press release shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Consensus

Consensus Cloud Solutions, Inc. (NASDAQ: CCSI) is a global leader of digital technology for secure information transport. The company leverages its technology heritage to provide secure solutions that transform simple digital documents into actionable information, including advanced healthcare standards HL7 and FHIR for secure data exchange. Consensus offers eFax Corporate, a leading global cloud faxing solution; Consensus Signal for automatic real-time healthcare communications; Consensus Clarity, a Natural Language Processing and Artificial Intelligence solution; Consensus Unite and Consensus Harmony interoperability solutions; and jSign for secure digital signatures built on blockchain.

Forward‐Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on historical information available at the time the statements are made and are based on management’s reasonable belief or expectations with respect to future events, and are subject to risks and uncertainties, many of which are beyond the Company’s control, that could cause actual performance or results to differ materially from the belief or expectations expressed in or suggested by the forward-looking statements. These risks and uncertainties include, among other items: the Company’s ability to grow fax revenues, profitability and cash flows; the Company’s ability to identify, close and successfully transition acquisitions; subscriber growth and retention; variability of the Company’s revenue based on changing conditions in particular industries and the economy generally; protection of the Company’s proprietary technology or infringement by the Company of intellectual property of others; the risk of adverse changes in the U.S. or international regulatory environments, including but not limited to the imposition or increase of taxes or regulatory-related fees; general economic and political conditions, including political tensions and war (such as the ongoing conflict in Ukraine); and the numerous other factors set forth in the Company’s filings with the SEC. Forward-looking statements speak only as of the date on which they are made and the Company undertakes no obligation to update any forward-looking statement to reflect future events, developments or otherwise, except as may be required by applicable law. Investors are referred to the Company’s filings with the SEC, including its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, for additional information regarding the risks and uncertainties that may cause actual results to differ materially from those expressed in any forward-looking statement.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220914005975/en/

Laura Hinson

Consensus Cloud Solutions, Inc

844-211-1711

investor@consensus.com

Source: Consensus Cloud Solutions, Inc.

FAQ

What is the pricing of the CCSI stock offering announced on September 14, 2022?

The offering is priced at $46.00 per share.

When is the CCSI stock offering expected to close?

The offering is expected to close on September 19, 2022.

Who is the underwriter for the CCSI stock offering?

Citigroup Global Markets Inc. is the sole underwriter.

Will CCSI receive proceeds from the stock offering?

No, Consensus will not receive any proceeds from the offering.

How many shares of CCSI stock are being offered?

500,000 shares of CCSI common stock are being offered.