market price of Five9s common stock during such unwind period. In connection with the termination of the existing capped call transactions, Five9 will receive payments from the existing
capped call counterparties that depend in part on the market price of Five9s common stock over the unwind period.
The notes were and will be
offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Act. Neither the notes nor the shares of common stock issuable upon conversion of the notes, if any, have been, nor will be, registered
under the Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.
This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation,
or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful.
Forward-Looking Statements
This news release contains certain forward-looking statements, including statements regarding our proposed offering of the notes, the anticipated effects of
the related capped call transactions and the 2025 note repurchases and the related unwind of the corresponding portion of the existing capped call transactions, and the use of proceeds from the notes offering, that are based on our current
expectations and involve numerous risks and uncertainties that may cause these forward-looking statements to be inaccurate. Risks that may cause these forward-looking statements to be inaccurate include, among others: (i) whether we will be
able to consummate the offering, (ii) the satisfaction of customary closing conditions with respect to the offering of the notes, (iii) prevailing market conditions, (iv) the anticipated use of net proceeds of the offering of the
notes which could change as a result of market conditions, changes in our business or for other reasons, (v) whether the capped call transactions will become effective, (vi) the impact of adverse general economic conditions, including the
impact of macroeconomic deterioration, including continuing inflation, increased interest rates, supply chain disruptions, decreased economic output and fluctuations in currency rates, the impact of the Russia-Ukraine conflict, the impact of the
conflict in Israel, and other factors, that may continue to harm our business; and (vii) the other risks detailed from time-to-time under the caption Risk
Factors and elsewhere in our Securities and Exchange Commission filings and reports, including, but not limited to, our most recent annual report on Form 10-K. Such forward-looking statements speak only
as of the date hereof and readers should not unduly rely on such statements. We undertake no obligation to update the information contained in this press release, including in any forward-looking statements.
About Five9
The Five9 Intelligent CX Platform provides a
comprehensive suite of solutions for orchestrating fluid
customer experiences. Our cloud-native, multi-tenant, scalable, reliable, and secure platform
includes
contact center; omni-channel engagement; Workforce Engagement Management; extensibility through more than 1,000 partners; and innovative,
practical AI, automation and journey analytics that are embedded as part of the platform. Five9 brings the power of people, technology, and partners to more than 3,000 organizations worldwide.
Investor Relations Contacts:
Five9, Inc.
Barry Zwarenstein
Chief Financial Officer
925-201-2000 ext. 5959
IR@five9.com
The Blueshirt Group for Five9, Inc.
Lauren Sloane
Lauren@blueshirtgroup.com
Source: Five9, Inc.
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