Rackspace Technology Global, Inc. (the “Company”) today announced
that it is commencing a tender offer (the “Tender Offer”) to
purchase for cash any and all of its outstanding 8.625% Senior
Notes due 2024 (the “Notes”).
The Tender Offer is subject to the terms and
conditions set forth in the Offer to Purchase, dated Monday,
November 16, 2020, relating thereto (the “Offer to Purchase”).
The Notes and other information relating to the
Tender Offer are listed in the table below. The Offer to Purchase
more fully sets forth the terms of the Tender Offer.
Title of
Security |
CUSIP Number |
Principal Amount Outstanding |
Tender Offer
Consideration(1) |
Early Tender Payment(1) |
Total
Consideration(1)(2) |
8.625% Senior Notes due
2024 |
45332JAA0 / U45083AA7 |
$519,232,000 |
$1,015.00 |
$30.00 |
$1,045.00 |
(1) |
Per $1,000
principal amount of Notes and excluding accrued and unpaid
interest, which will be paid in addition to the Total Consideration
or Tender Offer Consideration, as applicable. |
(2) |
Includes the Early Tender Payment. |
Holders who validly tender their Notes prior to
5:00 p.m., New York City time, on Monday, November 30, 2020 (the
“Early Tender Time”) will be eligible to receive total
consideration of $1,045.00 per $1,000 principal amount of Notes
tendered, which includes an early tender payment of $30.00 per
$1,000 principal amount of Notes tendered. Holders must validly
tender and not validly withdraw their Notes, and have their Notes
accepted for purchase in the Tender Offer, at or prior to the Early
Tender Time in order to be eligible to receive the total
consideration, including the early tender payment.
The Tender Offer is scheduled to expire at the
end of the day, 12:00 midnight, New York City Time, on Monday,
December 14, 2020, unless extended or earlier terminated by the
Company (the “Expiration Time”).
Holders tendering their Notes after the Early
Tender Time but at or prior to the Expiration Time will receive the
tender offer consideration of $1,015.00 per $1,000 principal amount
of Notes tendered.
Upon the terms and conditions described in the
Offer to Purchase, payment for Notes accepted for purchase will be
made:
|
(1) |
with respect to the Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Time, promptly after the
Early Tender Time (which is currently expected to be on or about
Tuesday, December 1, 2020, unless the Early Tender Time is
extended), and |
|
(2) |
with respect to Notes validly tendered after the Early Tender Time
but at or prior to the Expiration Time, promptly after the
Expiration Time (which is currently expected to be on or about
Wednesday, December 16, 2020, unless the Tender Offer is
extended). |
Holders whose Notes are accepted for purchase
will receive accrued and unpaid interest from the last interest
payment date to, but not including, the applicable settlement
date.
Tendered Notes may be withdrawn at any time on
or prior to 5:00 p.m., New York City time, on Monday, November 30,
2020, unless extended by the Company (the “Withdrawal Deadline”).
Holders of Notes who tender their Notes after the Withdrawal
Deadline, but at or prior to the Expiration Time, may not, subject
to limited exceptions, withdraw their tendered Notes.
The Tender Offer is conditioned upon the
satisfaction of certain conditions, including the closing of an
offering of new notes by the Company on terms satisfactory to the
Company and in an aggregate principal amount satisfactory to the
Company. Subject to applicable law, the Company may also terminate
the Tender Offer at any time in its sole discretion.
Concurrently with the launch of the Tender
Offer, pursuant to the indenture governing the Notes, the Company
issued a conditional notice of redemption pursuant to which it will
redeem any Notes not purchased in the Tender Offer at a price of
104.313% of the principal amount thereof, plus accrued and unpaid
interest to but excluding the redemption date of December 16, 2020,
subject to the completion of an offering of notes on or prior to
the redemption date by the Company on terms satisfactory to the
Company and in an aggregate principal amount satisfactory to the
Company.
The Company has retained Citigroup Global
Markets Inc. to act as the dealer manager (the “Dealer Manager”)
for the Tender Offer. Global Bondholder Services Corporation will
act as the Information Agent and the Depositary for the Tender
Offer. Questions regarding the Tender Offer should be directed to
Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or
(212) 723-6106 (collect). Requests for documentation should be
directed to Global Bondholder Services Corporation at (212)
430-3774 (for banks and brokers) or (866) 470-3900 (for all
others).
This announcement is for informational purposes
only. This announcement is not an offer to purchase or a
solicitation of an offer to purchase the Notes. The Tender Offer is
being made solely pursuant to the Offer to Purchase. The Tender
Offer is not being made to holders of Notes in any jurisdiction in
which the making or acceptance thereof would not be in compliance
with the securities, blue sky or other laws of such jurisdiction.
In any jurisdiction in which the securities laws or blue sky laws
require the Tender Offer to be made by a licensed broker or dealer,
the Tender Offer will be deemed to be made on behalf of the Company
by the Dealer Manager, or one or more registered brokers or dealers
that are licensed under the laws of such jurisdiction.
None of the Company or its affiliates, the
Dealer Manager, the Information Agent, the Depositary or the
trustee with respect to the Notes is making any recommendation as
to whether holders should tender any Notes in response to the
Tender Offer, and neither the Company nor any such other person has
authorized any person to make any such recommendation. Holders must
make their own decision as to whether to tender any of their Notes,
and, if so, the principal amount of Notes to tender.
About Rackspace
Technology
Rackspace Technology is a leading end-to-end
multicloud technology services company. We design, build and
operate our customers’ cloud environments across all major
technology platforms, irrespective of technology stack or
deployment model. We partner with our customers at every stage of
their cloud journey, enabling them to modernize applications, build
new products and adopt innovative technologies.
Rackspace Technology
Safe Harbor Statement:
Some of the statements in this news release
constitute “forward-looking statements” that do not directly or
exclusively relate to historical facts. The forward-looking
statements made in this release reflect the Company’s intentions,
plans, expectations, assumptions and beliefs about future events
and are subject to risks, uncertainties and other factors, many of
which are outside of the Company’s control. Known risks include,
among others, the risks included in Rackspace Technology, Inc.’s
filings with the U.S. Securities and Exchange Commission. Because
actual results could differ materially from the Company’s
intentions, plans, expectations, assumptions and beliefs about the
future, you are urged to view all forward-looking statements
contained in this press release with caution. The Company does not
undertake any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
IR Contact Joe Crivelli
Rackspace Technology Investor Relations ir@rackspace.com PR
Contact Natalie Silva Rackspace Technology Corporate
Communications publicrelations@rackspace.com
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