Insight Enterprises, Inc. Announces Proposed $500 Million Offering of Senior Notes
May 15 2024 - 7:53AM
Business Wire
Insight Enterprises, Inc. (NASDAQ: NSIT) (the “Company”)
announced today that it intends to offer, subject to market and
other conditions, $500 million aggregate principal amount of Senior
Notes due 2032 (the “notes”). The Company expects to use the net
proceeds of the offering to repay a portion of the outstanding
borrowings under its senior secured revolving credit facility due
2027 and, to the extent of any remaining net proceeds, for general
corporate purposes.
The notes will be senior unsecured obligations of the Company
and will be guaranteed on a senior unsecured basis by each of its
existing and future direct and indirect U.S. subsidiaries that is
or becomes a guarantor or borrower under its ABL facility, subject
to certain exceptions.
The notes will be offered and sold in a transaction exempt from
registration under the Securities Act of 1933 (the “Securities
Act”) only to persons reasonably believed to be qualified
institutional buyers in reliance on Rule 144A under the Securities
Act and to non-U.S. persons outside the United States in reliance
on Regulation S under the Securities Act.
This press release is for informational purposes only and is
neither an offer to sell nor a solicitation of an offer to buy any
security, including the notes, and shall not constitute an offer to
sell or a solicitation of an offer to buy, or a sale of, the notes
or any other security in any jurisdiction in which such offer,
solicitation, or sale is unlawful. The notes have not been and will
not be registered under the Securities Act or any state securities
laws, and may not be offered or sold in the United States absent
registration under the Securities Act or an applicable exemption
from the registration requirements of the Securities Act and
applicable state laws.
Forward-Looking Information
Certain statements in this release are “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements, including those
with respect to the proposed offering, the expected terms of the
notes and the expected use of proceeds, are inherently subject to
risks and uncertainties, some of which cannot be predicted or
quantified. Future events and actual results could differ
materially from those set forth in, contemplated by, or underlying
the forward-looking statements. There can be no assurances that the
results discussed by the forward-looking statements will be
achieved, and actual results may differ materially from those set
forth in the forward-looking statements. Some of the important
factors that could cause the Company’s actual results to differ
materially from those projected in any forward-looking statements
include, but are not limited to, the following, which are discussed
in the Company’s filings with the Securities and Exchange
Commission (the “SEC”), including in the “Risk Factors” sections of
the Company’s most recently filed periodic reports on Form 10-K and
Form 10-Q and subsequent filings with the SEC: actions of our
competitors, including manufacturers and publishers of products we
sell; our reliance on our partners for product availability,
competitive products to sell and marketing funds and purchasing
incentives, which can change significantly in the amounts made
available and in the requirements year over year; our ability to
keep pace with rapidly evolving technological advances and the
evolving competitive marketplace; general economic conditions,
economic uncertainties and changes in geopolitical conditions,
including the possibility of a recession or a decline in market
activity as a result of the ongoing conflicts in Ukraine and Gaza;
changes in the IT industry and/or rapid changes in technology; our
ability to provide high quality services to our clients; our
reliance on independent shipping companies; the risks associated
with our international operations; supply constraints for products;
natural disasters or other adverse occurrences, including public
health issues such as pandemics or epidemics; disruptions in our IT
systems and voice and data networks; cyberattacks, outages, or
third-party breaches of data privacy as well as related breaches of
government regulations; intellectual property infringement claims
and challenges to our registered trademarks and trade names;
potential liability and competitive risk based on the development,
adoption, and use of generative artificial intelligence; legal
proceedings, client audits and failure to comply with laws and
regulations; risks of termination, delays in payment, audits and
investigations related to our public sector contracts; exposure to
changes in, interpretations of, or enforcement trends related to
tax rules and regulations; our potential to draw down a substantial
amount of indebtedness; the conditional conversion feature of the
Company’s convertible notes, which has been triggered, and may
adversely affect the Company’s financial condition and operating
results; the Company is subject to counterparty risk with respect
to certain hedge and warrant transactions entered into in
connection with the issuance of the Company’s convertible notes;
increased debt and interest expense and the possibility of
decreased availability of funds under our financing facilities;
possible significant fluctuations in our future operating results
as well as seasonality and variability in client demands; potential
contractual disputes with our clients and third-party suppliers;
our dependence on certain key personnel and our ability to attract,
train and retain skilled teammates; risks associated with the
integration and operation of acquired businesses, including
achievement of expected synergies and benefits; and future sales of
the Company’s common stock or equity-linked securities in the
public market could lower the market price for our common
stock.
Additionally, there may be other risks that are otherwise
described from time to time in the reports that the Company files
with the SEC. Any forward-looking statements in this release speak
only as of the date on which they are made and should be considered
in light of various important factors, including the risks and
uncertainties listed above, as well as others. The Company assumes
no obligation to update, and, except as may be required by law,
does not intend to update, any forward-looking statements.
NSIT-F
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version on businesswire.com: https://www.businesswire.com/news/home/20240514210897/en/
Ryan Miyasato Investor Relations Tel. (408) 975-8507 Email:
Ryan.Miyasato@insight.com
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