Rackspace Technology Global Announces Early Tender Offer Results and Amendment to Tender Offer
26 August 2020 - 9:30PM
Rackspace Technology, Inc. (NASDAQ: RXT) (the “Company”) today
announced the early tender results for its previously announced
tender offer (the “Tender Offer”) to purchase for cash up to $600.0
million aggregate principal amount (the “Tender Cap”) of its
approximately $1,120.2 million outstanding 8.625% Senior Notes due
2024 (the “Notes”).
The Company today also announced that it is
amending the terms of the Tender Offer. The Company is now offering
to pay the total consideration, including the early tender payment,
to Holders who validly tender their Notes prior to the Expiration
Time (as defined below). The total consideration for the Tender
Offer is $1,057.50 per $1,000 principal amount of Notes validly
tendered, which includes the early tender payment of $30.00 per
$1,000 principal amount of Notes validly tendered. Holders must
validly tender and not validly withdraw their Notes, and have their
Notes accepted for purchase in the Tender Offer (subject to the
Tender Cap and any required proration), at or prior to the
Expiration Time in order to be eligible to receive the total
consideration, including the early tender payment. Except as set
forth above, the terms of the Tender Offer remain unchanged.
The Tender Offer is subject to the terms and
conditions set forth in the Offer to Purchase, dated August 12,
2020, relating thereto (the “Offer to Purchase”), including the
Tender Cap and any required proration.
As of the previously announced early tender
deadline of 12:00 midnight, New York City time, on Tuesday, August
25, 2020 (the “Early Tender Time”), the Company has been advised by
Global Bondholder Services Corporation, as Depositary for the
Tender Offer, that $507.636 million in aggregate principal amount,
or approximately 45.32%, of the outstanding Notes had been validly
tendered and not withdrawn in the Tender Offer. The withdrawal
deadline relating to the Tender Offer occurred at 12:00 midnight,
New York City time, on Tuesday, August 25, 2020. Notes previously
tendered and not withdrawn and Notes that are tendered after the
withdrawal deadline may not be withdrawn, except as required by
law. The Tender Offer is scheduled to expire at 12:00 midnight, New
York City time, on Wednesday, September 9, 2020 (the “Expiration
Time”), unless extended or earlier terminated.
Subject to the terms and conditions of the
Tender Offer, the Company is accepting for purchase all Notes
validly tendered and not validly withdrawn prior to the Early
Tender Time, with the settlement date for such purchase expected to
occur on or about August 27, 2020. Because the principal
amount of Notes validly tendered and not validly withdrawn in the
Tender Offer prior to the Early Tender Time is less than the Tender
Cap, subject to the terms and conditions set forth in the Offer to
Purchase, the Company intends to accept for purchase Notes validly
tendered after the Early Tender Time and prior to the Expiration
Time, subject to the Tender Cap and any required proration, as
described in the Offer to Purchase.
Citigroup Global Markets Inc. is acting as the
dealer manager (the “Dealer Manager”) for the Tender Offer. Global
Bondholder Services Corporation is acting as the Depositary and the
Information Agent 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 Depositary, the Information Agent or the
trustee with respect to the Notes is making any recommendation as
to whether holders should tender any Notes in 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.
Media ContactNatalie SilvaRackspace Technology
Corporate Communicationspublicrelations@rackspace.com
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