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Qualtrics (NASDAQ: XM) announced a proposed public offering of 21,482,277 shares of its Class A common stock, with a potential option for underwriters to purchase an additional 3,222,341 shares. Proceeds will be used to repay a promissory note to SAP America and for general corporate purposes. The offering is subject to market conditions and has yet to be finalized. Goldman Sachs and HSBC are the lead book-running managers for this offering.
Positive
Intended use of funds includes repayment of a promissory note to SAP America, potentially reducing debt.
Additional funds will support working capital and general corporate purposes, which may enhance business operations.
Negative
Dilution risk for existing shareholders due to the offering of over 21 million shares.
Market conditions may negatively impact the completion and terms of the offering.
PROVO, Utah & SEATTLE--(BUSINESS WIRE)--
Qualtrics (Nasdaq: XM), the leader and creator of the Experience Management (XM) category, announced today the launch of its proposed public offering of 21,482,277 shares of its Class A common stock. All of the shares of common stock are being offered by Qualtrics. In addition, Qualtrics expects to grant the underwriters a 30-day option to purchase up to 3,222,341 additional shares of its Class A common stock. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed or as to the actual size or terms of the offering.
Qualtrics intends to use the net proceeds from the sale of its shares in the offering to repay a promissory note payable to SAP America, Inc. and the remainder for working capital and other general corporate purposes.
Goldman Sachs & Co. LLC and HSBC are acting as lead book-running managers for the proposed offering. Citigroup, J.P. Morgan, Morgan Stanley, Barclays and Truist Securities are acting as book-running managers.
The proposed offering will be made only by means of a prospectus. When available, copies of the preliminary prospectus relating to the proposed offering may be obtained from: Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at (866) 471-2526, or by email at Prospectus-ny@ny.email.gs.com; and HSBC Securities (USA) Inc., 452 5th Avenue, New York, NY 10018, by telephone at (877) 429-7459, or by email at ny.equity.syndicate@us.hsbc.com.
A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, 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 Qualtrics
Qualtrics, the leader and creator of the Experience Management (XM) category, is changing the way organizations manage and improve the four core experiences of business—customer, employee, product and brand. Over 13,500 organizations around the world are using Qualtrics to listen, understand and take action on experience data (X-data™)—the beliefs, emotions and intentions that tell you why things are happening, and what to do about it. The Qualtrics XM Platform™ is a system of action that helps businesses attract customers who stay longer and buy more, engage employees who build a positive culture, develop breakthrough products people love and build a brand people are passionate about.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding the terms and size of the proposed offering, the expected use of proceeds from the proposed offering and references to whether Qualtrics will offer the Class A common stock or consummate the offering and the grant of the underwriters’ option to purchase additional shares. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “will,” “would,” “should,” “could,” “can,” “predict,” “potential,” “target,” “explore,” “continue,” or the negative of these terms, and similar expressions intended to identify forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to numerous uncertainties and risks, including factors beyond our control, that could cause actual results, performance or outcomes to differ materially from those anticipated or implied in the statements, including those described under “Risk Factors” in Qualtrics’ registration statement relating to the proposed offering. Forward-looking statements speak only as of the date the statements are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Qualtrics assumes no obligation to update forward-looking statements, whether to reflect new information, events or circumstances after the date they were made or otherwise, except as required by law.
