Filed pursuant to Rule 424(b)(5)
Registration No.: 333-220777
PROSPECTUS SUPPLEMENT
(To Prospectus dated October 13, 2017)
$100,000,000
Everbridge, Inc.
1.50% Convertible Senior Notes due 2022
We are offering $100,000,000
principal amount of our 1.50% Convertible Senior Notes due 2022. The notes will bear interest at a rate of 1.50% per year, payable semiannually in arrears on May 1 and November 1 of each year, beginning on May 1, 2018. The notes will
mature on November 1, 2022.
Holders may convert their notes at their option at any time prior to the close of business on the business day immediately
preceding May 1, 2022 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2018 (and only during such calendar quarter), if the last reported sale price of
the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130%
of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period, or the measurement period, in which the trading price (as defined below) per $1,000 principal amount
of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (3) if we call any or all of the notes for redemption
at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date or (4) upon the occurrence of specified corporate events. On or after May 1, 2022 until the close of business on the second
scheduled trading day immediately preceding the maturity date, holders may convert their notes at any time, regardless of the foregoing circumstances. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock or a
combination of cash and shares of our common stock, at our election, as described in this prospectus supplement.
The conversion rate will initially be
29.6626 shares of common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $33.71 per share of common stock). The conversion rate will be subject to adjustment in some events but will not be
adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or if we deliver a notice of redemption, we will, in certain circumstances, increase the conversion rate for a holder
who elects to convert its notes in connection with such a corporate event or notice of redemption, as the case may be.
We may not redeem the notes prior to
November 6, 2020. We may redeem for cash all or any portion of the notes, at our option, on or after November 6, 2020 if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at
least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which we provide notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately
preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided
for the notes.
If we undergo a fundamental change, holders may require us to repurchase for cash all or any portion of their notes at a fundamental change
repurchase price equal to 100% of the principal amount of the notes to be repurchased,
plus
accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
The notes will be our senior unsecured obligations and will rank senior in right of payment to any of our indebtedness that is expressly subordinated in right
of payment to the notes; equal in right of payment to any of our unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such
indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries.
Concurrently with this
offering of notes, Jaime Ellertson, our Chief Executive Officer, is offering 650,000 shares of our common stock for resale pursuant to a separate prospectus supplement. The closing of this offering is not conditioned upon the closing of the offering
of common stock and the closing of the offering of common stock is not conditioned upon the closing of this offering.
We do not intend to apply to list the
notes on any securities exchange or any automated dealer quotation system. Our common stock is listed on The NASDAQ Global Market under the symbol EVBG. The last reported sale price of our common stock on The NASDAQ Global Market on
November 15, 2017 was $26.97 per share.
We are an emerging growth company as defined under the U.S. federal securities laws and have
elected to comply with certain reduced public company disclosure and reporting requirements. See Prospectus SummaryImplications of Being an Emerging Growth Company.
Investing in the notes involves a high degree of risk. See
Risk Factors
beginning on page
S-10
of this prospectus supplement.
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Per Note
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Total
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Public offering price
(1)
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$
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1,000
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$
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100,000,000
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Underwriting discounts and
commissions
(2)
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$
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29
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$
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2,900,000
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Proceeds, before expenses, to us
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$
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971
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$
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97,100,000
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(1)
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Plus accrued interest, if any, from November 20, 2017.
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(2)
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See Underwriting beginning on page S-70 for additional information regarding underwriting compensation.
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We have granted the underwriters the right to purchase, exercisable within a
30-day
period, up to an additional
$15,000,000 principal amount of notes, solely to cover over-allotments.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the notes or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
We expect that delivery of the notes will be made to investors in book-entry form through The Depository Trust Company on or about November 20, 2017.
Joint Book-Running Managers
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BofA Merrill Lynch
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Credit Suisse
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Co-Managers
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Stifel
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KeyBanc Capital Markets
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Canaccord Genuity
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Needham & Company
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Northland Capital Markets
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Raymond James
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William Blair
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Prospectus Supplement dated November 15,
2017