Finance

Azurite Intermediate Holdings Inc. Extends Its Tender Offer and Consent Solicitation for Alteryx Senior Notes

SANTA MONICA, Calif., March 14, 2024 /PRNewswire/ -- Azurite Intermediate Holdings, Inc. (Azurite), known as the "Offeror," has officially declared a modification of the conditions previously set in the cash tender proposition and corresponding consent appeal (jointly referred to as the "Tender Offer and Consent Solicitation"). The move aims to acquire all outstanding 8.750% Senior Notes due in 2028, valued at $450 million, issued by Alteryx, Inc., a software company incorporated in Delaware ("Alteryx" or "Issuer"). The noteworthy revision shifts the expiration of the proposition from 5:00 p.m. New York City time on March 14, 2024, to the same time on March 28, 2024 (the "Expiration Date"). The terms that have not been explicitly defined in this context bear the same meanings attributed to them in the Official Purchase Offer and Consent Solicitation Statement dated February 14, 2024 (the "Statement").

Note holders are accorded the opportunity until the newly scheduled Expiration Date—subject to any further extensions or premature termination—to tender their notes duly accompanied by consents as per the stipulations of the Tender Offer. Those who comply by tendering their notes along with consents prior to or on the Expiration Date are set to receive the "Total Consideration," inclusive of the Early Participation Premium outlined below. However, a pertinent fact remains for holders—they are not eligible to retract the tendered notes nor withdraw consents already delivered according to the Consent Solicitation unless required by applicable law. Under the presumption that all conditions requisite for the Tender Offer are fulfilled or suitably waived, the Settlement Date, when transactions are concluded, is anticipated to promptly ensue following the Expiration Date. It is important to note that the Settlement Date may no longer match the original closing date of the expected merger involving Azurite and Alteryx.

An illustrative table has been provided depicting the pecuniary consideration adhering to the Tender Offer:

| Notes | CUSIP* | Early Participation Premium(1) | Total Consideration(1) | | ----- | ------ | ----------------------------- | ---------------------- | | $450,000,000
8.750% Senior
Notes due 2028 | CUSIP: 02156BAG8 /
U02077AA0

ISIN: US02156BAG86 /
USU02077AA05 | $50.00 | $1,012.50 |

(1) The indicated amounts are applicable for every $1,000 principal value of notes, excluding any accumulated yet unpaid interest, which will be remunerated on top of the Total Consideration. This Total Consideration, including the Early Participation Premium, is payable to Holders who have validly tendered (and have not appropriately withdrawn prior to the Early Tender Date) Notes with Consents on or before the Expiration Date. As a note, the CUSIPs and ISINs are presented merely for the Holder's convenience without asserting the correctness or accuracy of these numbers.

Data from D.F. King & Co., Inc. ("D.F. King"), the official agent tasked with information, tender, and tabulation duties for the Tender Offer and Consent Solicitation, reveals that as of 5:00 p.m. New York City time, on March 14, 2024, Azurite had amassed tenders and consents from Holders of Notes amounting to $24,841,000 in total principal, which approximates to 5.52% of the total outstanding principal amount of the Notes.

Procedural Continuation and Conditions of the Tender Offer and Notes Repurchase

The successful finalization of the Tender Offer and the corresponding transaction for Notes is conditional upon the fulfillment of specific prerequisites, highlighting the completion of the Merger. Azurite holds the exclusive right to, at its full discretion, bypass any or all conditions pertaining to the Tender Offer. Moreover, Azurite may opt to prolong the Expiration Date yet not extend the Withdrawal Deadline set for February 28, 2024—unless mandated by law.

The adjustments mentioned bear no impact on other aspects of the Tender Offer and Consent Solicitation, which persist unaltered as detailed in the Statement. The entire content and stipulations of the Tender Offer and Consent Solicitation are thoroughly presented in the Statement. Holders can acquire copies of the Statement free of charge from D.F. King. Azurite, without forewarning, reserves the authority to modify the Tender Offer and Consent Solicitation terms, extend the Expiration Date, or waive any conditions, depending solely on its discrepant decision-making.

Document requests related to the Tender Offer and Consent Solicitation can be addressed to D.F. King & Co., Inc. They can be contacted toll-free at (866) 342-4884, or for Banks and Brokers at (212) 269-5550, or communicated with via email at [email protected]. J.P. Morgan Securities LLC ("J.P. Morgan") is appointed as Dealer Manager for these proceedings. Inquiries regarding the Tender Offer and Consent Solicitation can be directed to J.P. Morgan, reachable at (212) 834-3424 for collective inquiries or (866) 834-4666 for toll-free assistance.

This announcement is distributed for informational purposes only and is neither an enticement to buy nor a solicitation to sell or request for consents regarding any security. No transaction, request, or purchase shall take place within jurisdictions where such procedures are unlawful. The Tender Offer and Consent Solicitation are exclusively conducted by the Statement. The Statement contains full specifications on how to tender Notes and is strongly recommended for perusal by the Holders as it holds critical information.

Forward-Looking Statements: A Note of Caution

The discussion presented within this press release that does not encapsulate historical facts is designated as "forward-looking statements" pursuant to the safe harbor terms presented in the Private Securities Litigation Reform Act of 1995 and within the framework of rules, regulations, and releases by the Securities and Exchange Commission (SEC). These statements are subject to risks and uncertainties, and actual outcomes may substantially diverge from the prospects discussed or implied by such forward-looking statements. These particular statements encompass predictions related to future operational and financial conditions, strategic business plans and goals, projected timetables for operational outputs, expectations post the closing of the Merger, forecasts for Alteryx, prospective opportunities, projected economic activities, business levels, credit ratings, earnings predictions, planned activities, anticipated growth, market opportunities, competitive strategies, as well as other expectations and projections for future periods that are not anchored in historical reality.

The impetus behind these forward-looking statements centers on current convictions and assumptions harbored by the management of Azurite about Alteryx and the proposed merger. They are considerably influenced by risks and circumstances not within their immediate control. Since forward-looking statements inherently embrace uncertainties and potential risks, they reflect future events that may or may not manifest. Actual results could significantly differ from present beliefs and expectations of Azurite management concerning Alteryx and the anticipated merger contingent upon various factors affecting their operations and the successful consummation of the merger. When reviewing such forward-looking statements, it's crucial to consider the risks outlined in reports submitted by Alteryx to the SEC, among other considerations. New factors may emerge, and it is impossible for Azurite to foresee all such factors. Thus, forward-looking statements should not be seen as infallible predictors of future events.

Azurite, along with its affiliates, explicitly disclaims any obligation to update or revise any forward-looking statement, notwithstanding to reflect alterations in expectations or changes in events, conditions, or situations upon which any such statement was established, except as necessitated by law. The forward-looking statements discussed are only current as of the date they were made and should not be taken as absolute assurances of future performance or outcomes.

In final acknowledgment, Azurite Intermediate Holdings, Inc. has been denoted as the source of this impactful financial narrative and explicitly disseminates its future outlook with this piece, confirming that the tender option remains a compelling investment subject to careful consideration based on the future prospects of Alteryx, Inc.

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