MeridianLink Announces Launch of Proposed Secondary Offering of 6,500,000 Shares by Certain Selling Stockholders and Related Common Stock Repurchase
February 06 2024 - 3:30PM
Business Wire
MeridianLink, Inc. (the “Company”) (NYSE: MLNK), a leading
provider of modern software platforms for financial institutions
and consumer reporting agencies, today announced the commencement
of a proposed underwritten secondary offering of 6,500,000 shares
(the "Firm Shares") of its common stock (the “Offering”) by certain
of its existing stockholders (the “Selling Stockholders”). In
addition, the Selling Stockholders intend to grant the underwriters
a 30-day option to purchase up to an additional number of shares
equal to 15% of the Firm Shares net of the shares purchased in the
concurrent Stock Repurchase (as defined below), at the public
offering price, less underwriting discounts and commissions. The
Offering consists entirely of shares of the Company’s common stock
to be sold by the Selling Stockholders, and the Company will not
receive any proceeds from the sale of the shares being offered by
the Selling Stockholders.
In connection with the Offering, the Company intends to purchase
from the underwriters up to $50.0 million of the Company’s common
stock at a price per share equal to the price per share at which
the underwriters purchase shares of the Company’s common stock in
the Offering (the “Stock Repurchase”). The Company intends to fund
the concurrent Stock Repurchase with existing cash on hand.
Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are
acting as lead book-running managers for the Offering.
The Offering is being made pursuant to an effective shelf
registration statement on Form S-3 (Registration No. 333-276336),
which was filed with the Securities and Exchange Commission (“SEC”)
on December 29, 2023 and became effective on January 8, 2024. The
Offering will be made only by means of a preliminary prospectus
supplement and the accompanying base prospectus. You may get these
documents for free, including the prospectus supplement, once
available, by visiting EDGAR on the SEC website at www.sec.gov.
Alternatively, copies of the preliminary prospectus supplement,
once available, and the accompanying base prospectus may be
obtained by contacting: Citigroup, c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by
telephone at 800-831-9146; or J.P. Morgan Securities LLC, c/o
Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood,
NY 11717, by telephone at (866) 803-9204, or by email at
prospectus-eq_fi@jpmchase.com.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any offer or sale of these 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.
Forward-Looking Statements
This press release contains statements which are not historical
facts and are considered forward-looking within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Generally,
these statements can be identified by the use of words such as
“anticipates,” “believes,” “estimates,” “expects,” “intends,”
“may,” “plans,” “projects,” “seeks,” “should,” “will,” and
variations of such words or similar expressions, although not all
forward-looking statements contain these identifying words.
Further, statements describing our strategy, outlook, guidance,
plans, intentions, or goals are also forward-looking statements.
These forward-looking statements reflect our predictions,
expectations, or forecasts, including, but not limited to,
statements regarding the Offering and Stock Repurchase on the
anticipated terms or at all; market conditions; the satisfaction of
customary closing conditions related to the Offering and Stock
Repurchase; and the expected closing of the Offering and Stock
Repurchase. Actual results may differ materially from those
described in the forward-looking statements and will be affected by
a variety of risks and factors that are beyond our control
including, without limitation, changes in market and economic
condition and in the selling stockholders’ plan of Offering, as
well as those risks set forth in Item 1A. Risk Factors, or
elsewhere, in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2022, any updates in our Quarterly Reports on
Form 10-Q filed for periods subsequent to such Form 10-K, and our
other SEC filings, including the prospectus and prospectus
supplement pursuant to which the Offering will be made. These
forward-looking statements are based on reasonable assumptions as
of the date hereof. The plans, intentions, or expectations
disclosed in our forward-looking statements may not be achieved,
and you should not rely upon forward-looking statements as
predictions of future events. We undertake no obligation, other
than as required by applicable law, to update any forward-looking
statements, whether as a result of new information, future events,
or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20240206211548/en/
Press Contact Becky Frost (714) 784-5839
media@meridianlink.com Investor Relations Contact Gianna
Rotellini (714) 332-6357 InvestorRelations@meridianlink.com
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