Cardlytics Announces Proposed Private Offering of $200 Million of Convertible Senior Notes
Cardlytics (NASDAQ: CDLX) announced a proposed offering of $200 million in convertible senior notes due 2025, with an option for initial purchasers to buy an additional $30 million. The notes, which will be unsecured and pay semiannual interest, may be converted into cash or shares of the company’s common stock. Proceeds will be used for capped call transactions, working capital, and potential acquisitions. The offering is targeting qualified institutional buyers and is not registered under the Securities Act.
- Proceeds of the offering will support capped call transactions aimed at reducing potential dilution.
- Funds may be used for working capital and strategic acquisitions, enhancing potential growth opportunities.
- The convertible notes could lead to dilution of existing shareholders' equity.
- Market reaction may be impacted by the anticipated derivative transactions related to the capped call.
ATLANTA, Sept. 16, 2020 (GLOBE NEWSWIRE) -- Cardlytics, Inc. (NASDAQ: CDLX), an advertising platform in banks' digital channels, today announced that it intends to offer, subject to market conditions and other factors,
The notes will be general unsecured obligations of Cardlytics and will accrue interest payable semiannually in arrears. The notes will be convertible under certain circumstances into cash, shares of Cardlytics’ common stock or a combination of cash and shares of Cardlytics’ common stock, at Cardlytics’ election. The interest rate, initial conversion rate and other terms of the notes will be determined at the time of pricing of the offering.
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, Cardlytics expects to use a portion of the net proceeds from the sale of the additional notes to enter into additional capped call transactions. Cardlytics intends to use the remainder of the net proceeds for working capital or other general corporate purposes, which may include potential acquisitions and strategic transactions.
In connection with the pricing of the notes, Cardlytics intends to enter into privately negotiated capped call transactions with one or more of the initial purchasers or their respective affiliates and/or other financial institutions (the “option counterparties”). The capped call transactions will 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.
In connection with establishing their initial hedges of the capped call transactions, Cardlytics expects that the option counterparties and/or their respective affiliates may enter into various derivative transactions with respect to Cardlytics’ common stock and/or purchase Cardlytics’ common stock in secondary market transactions concurrently with or shortly after the pricing of the notes, including with certain investors in the notes. This activity could increase (or reduce the size of any decrease in) the market price of Cardlytics’ common stock or the notes at that time.
In addition, Cardlytics expects that the option counterparties and/or their respective affiliates may modify or unwind their hedge positions by entering into or unwinding various derivative transactions and/or purchasing or selling Cardlytics’ common stock or other securities of Cardlytics in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so on each exercise date for the capped call transactions, which are expected to be scheduled to occur during the observation period relating to any conversion of the notes on or after June 15, 2025 that is not in connection with a redemption, or following Cardlytics’ election to terminate any portion of the capped call transactions in connection with any repurchase, redemption or early conversion of the notes). This activity could also cause or prevent an increase or a decrease in the market price of Cardlytics’ common stock or the notes, which could affect a noteholder’s ability to convert its notes, and, to the extent the activity occurs during any observation period related to a conversion of notes, this could affect the amount and value of the consideration that a noteholder will receive upon conversion of its notes.
The notes 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.
About Cardlytics
Cardlytics is an advertising platform in banks’ digital channels. We partner with financial institutions to run their banking rewards programs that promote customer loyalty and deepen banking relationships. In turn, we have a secure view into where and when consumers are spending their money. We use these insights to help marketers identify, reach and influence likely buyers at scale, as well as measure the true sales impact of marketing campaigns. Headquartered in Atlanta, Cardlytics has offices in London, New York, San Francisco, and Visakhapatnam.
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 proposed terms of the notes and capped call transactions, the completion, timing and size 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 Securities and Exchange Commission (“SEC”), including in the section entitled “Risk Factors” in its Quarterly Report on Form 10-Q for the period ended June 30, 2020 and other filings that Cardlytics may file from time to time with the SEC. Forward-looking statements represent Cardlytics’ beliefs and assumptions only as of the date of this press release. Cardlytics disclaims any obligation to update forward-looking statements.
Contacts:
Public Relations:
ICR
cardlyticspr@icrinc.com
Investor Relations:
William Maina
ICR, Inc.
(646) 277-1236
ir@cardlytics.com
FAQ
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