SANTA
MONICA, Calif., March 28,
2024 /PRNewswire/ -- Azurite Intermediate Holdings,
Inc. (the "Offeror") announced today that it has terminated its
previously announced cash tender offer (the "Tender Offer") and
consent solicitation (together with the Tender Offer, the "Tender
Offer and Consent Solicitation") to purchase for cash any and all
of the outstanding 8.750% Senior Notes due 2028 (the "Notes") of
Alteryx, Inc., a Delaware
corporation ("Alteryx" or the "Issuer"), from the holders thereof
(the "Holders"). None of the Notes were accepted for purchase
or purchased in the Tender Offer and all Notes previously tendered
and not withdrawn will be promptly returned to their respective
tendering Holders. Concurrently, Alteryx has commenced an offer to
purchase for cash all of the Notes at a purchase price equal to
101% of the aggregate principal amount (the "Change of Control
Purchase Price") of the Notes repurchased, plus accrued and unpaid
interest to, but excluding, the date of purchase (the "Change of
Control Offer"), pursuant to Section 4.08 of the Indenture.
Capitalized terms used but not defined herein have the
mean.q0ings ascribed to them in the Offeror's Change of Control
Notice and Offer to Purchase, dated March
28, 2024 (the "Statement").
On March 19, 2024, pursuant to the
Merger Agreement, Merger Sub merged with and into Alteryx (the
"Merger"), with Alteryx surviving the Merger and becoming a wholly
owned subsidiary of the Offeror. The consummation of the Merger
constitutes a "Change of Control" under the current terms of the
Indenture. Following the occurrence of a Change of Control
and a "Ratings Event" (as defined in the Indenture) (the occurrence
of both a Change of Control and a Ratings Event, a "Change of
Control Triggering Event"), Section 4.08 of the Indenture requires
the Issuer to make an offer to purchase for cash all of the
outstanding Notes validly tendered by any Holder upon the terms
described in the Indenture. Notwithstanding this requirement,
a Change of Control Offer may be made in advance of a Change of
Control Triggering Event, conditioned upon such Change of Control
Triggering Event.
The Change of Control Offer will expire at 5:00 p.m., New York
City time, on April 25, 2024,
unless extended or earlier terminated (the "Expiration Time"). The
Change of Control Offer is being made in connection with the Merger
and is expressly conditioned upon the occurrence of a Change of
Control Triggering Event on or prior to the Purchase Date. The
Offeror intends to have the Purchase Date promptly follow the
Expiration Time and to extend the Expiration Time until such time
that a Change of Control Triggering Event occurs. The Change of
Control Offer is not conditioned upon the tender of a minimum
principal amount of the Notes and is being made solely by
Alteryx.
The complete terms and conditions of the Change of Control Offer
are described in the Statement, copies of which may be obtained at
no charge from D.F. King. Alteryx reserves the right to amend
the terms of the Change of Control Offer, to further extend the
Expiration Time for the Change of Control Offer or to waive any and
all conditions to the Change of Control Offer, in its sole
discretion, at any time.
Requests for documents relating to the Change of Control Offer
may be directed to D.F. King & Co, Inc., the Information,
Tender and Tabulation Agent, toll free at (866) 342-4884, toll at
(212) 269-5550 (Banks and Brokers) or via email at
alteryx@dfking.com.
This press release is for informational purposes only and does
not constitute an offer to purchase or a solicitation of an offer
to sell, or a solicitation of consents with respect to, any
security. No offer, solicitation or purchase will be made in
any jurisdiction in which such an offer, solicitation or purchase
would be unlawful. The Change of Control Offer is being made
solely by the Statement. The full details of the Change of
Control Offer, including complete instructions on how to tender the
Notes, are included in the Statement. Holders of the Notes
are strongly encouraged to carefully read the Statement because it
contains important information.
Cautionary Statement Regarding Forward-Looking Statements
Statements made in this press release that are not historical
facts constitute "forward-looking statements" within the meaning of
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995 and the rules, regulations and releases of the
Securities and Exchange Commission (the "SEC"). These
forward-looking statements are subject to risks and uncertainties,
and actual results might differ materially from those discussed in,
or implied by, the forward-looking statements. Such forward-
looking statements include statements regarding future results of
operations and financial position, business strategy and plans,
objectives for future operations, expectations for Alteryx
following the closing of the Merger, future opportunities for
Alteryx, any other statements regarding anticipated economic
activity, business levels, credit ratings, future earnings, planned
activities, anticipated growth, market opportunities, strategies
and plans, competition and other expectations and estimates for
future periods, and other statements that are not historical facts.
Forward-looking statements made in this press release are based on
the current beliefs and expectations of the management of the
Offeror or Alteryx with respect to Alteryx and the Merger and are
subject to significant risks and uncertainties outside of their
control. By their nature, forward-looking statements involve risk
and uncertainty because they relate to events and depend on future
circumstances that may or may not occur. Actual results may differ
materially from the current beliefs and expectations of the
managements of the Offeror or Alteryx with respect to Alteryx and
the Merger depending on a number of factors affecting their
businesses and risks associated with the integration and
performance of the combined company following the Merger. In
evaluating these forward-looking statements, you should carefully
consider, among other things, the risks described in reports that
Alteryx has filed with the SEC. New factors could emerge from time
to time and it is not possible for the Offeror or Alteryx to
predict all such factors. Because forward-looking statements are
inherently subject to risks and uncertainties, some of which cannot
be predicted or quantified, you should not rely on these
forward-looking statements as guarantees of future events. These
forward-looking statements speak only as of the date made and are
not guarantees of future performance of results. The Offeror and
Alteryx and their affiliates expressly disclaim any obligation or
undertaking to release any updates or revisions to any
forward-looking statement to reflect any change in expectations
with regard thereto or any change of events, conditions or
circumstances on which any such statement was based, except as
required by law.
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SOURCE Azurite Intermediate Holdings, Inc.