Quotient Technology Inc. (“Quotient”) (NYSE: QUOT) today
announced the pricing of its offering of $175 million aggregate
principal amount of convertible senior notes due 2022 (the “notes”)
in a private placement to qualified institutional buyers pursuant
to Rule 144A under the Securities Act of 1933, as amended (the
“Act”). Quotient has granted the initial purchasers of the notes an
option to purchase up to an additional $25 million aggregate
principal amount of the notes within a 13-day period from, and
including, the initial issuance date of the notes. The sale of the
notes to the initial purchasers is expected to settle on November
17, 2017, subject to satisfaction of customary closing conditions,
and is expected to result in approximately $169.5 million in net
proceeds to Quotient after deducting the initial purchasers’
discount and estimated offering expenses payable by Quotient
(assuming no exercise of the initial purchasers’ option).
The notes will be senior, unsecured obligations of Quotient. The
notes will bear interest at a rate of 1.75% per year. Interest will
be payable semi-annually in arrears on June 1 and December 1 of
each year, beginning on June 1, 2018. The notes will mature on
December 1, 2022, unless earlier repurchased, redeemed or
converted.
Quotient intends to use the net proceeds of the offering for
general corporate purposes, including working capital, capital
expenditures, repurchases of Quotient’s common stock pursuant to
its existing stock repurchase program, potential acquisitions and
strategic transactions.
The initial conversion rate for the notes is 57.6037 shares of
Quotient’s common stock (“common stock”) per $1,000 principal
amount of notes (which is equivalent to an initial conversion price
of approximately $17.36 per share) and is subject to adjustment
upon the occurrence of certain events. Prior to the close of
business on the business day immediately preceding September 1,
2022, the notes will be convertible at the option of the
noteholders upon satisfaction of specified conditions and during
certain periods. Thereafter, until the close of business on the
scheduled trading day immediately preceding the maturity date, the
notes will be convertible at the option of the noteholders at any
time regardless of these conditions. Conversions of the notes will
be settled in cash, shares of common stock or a combination of cash
and shares of common stock, at Quotient’s election. The initial
conversion price represents a premium of approximately 40.0% over
the last reported sale price of Quotient’s common stock on November
14, 2017 of $12.40 per share on The New York Stock Exchange.
Quotient may redeem the notes, at its option, on or after
December 5, 2020, at a redemption price equal to 100% of the
principal amount thereof, plus accrued and unpaid interest if the
last reported sale price of Quotient’s common stock has been at
least 130% of the conversion price then in effect for at least 20
trading days (whether or not consecutive) during any 30 consecutive
trading day period ending within not more than three trading days
preceding the date on which Quotient provides written notice of
redemption.
Holders of notes may require Quotient to repurchase their notes
upon the occurrence of certain events that constitute a fundamental
change under the indenture governing the notes at a purchase price
equal to 100% of the principal amount thereof, plus accrued and
unpaid interest to, but excluding, the date of repurchase. In
connection with certain corporate events or if Quotient issues a
notice of redemption, it will, under certain circumstances,
increase the conversion rate for holders who elect to convert their
notes in connection with such corporate event or during the
relevant redemption period.
This announcement is neither an offer to sell nor a solicitation
of an offer to buy any of these securities and shall not constitute
an offer, solicitation, or sale in any jurisdiction in which such
offer, solicitation, or sale is unlawful. Any offer of the
securities will be made only by means of a private offering
memorandum. The notes and the shares of the common stock issuable
upon conversion of the notes, if any, will not be registered under
the Act or any state securities law, and unless so registered, may
not be offered or sold in the United States except pursuant to an
applicable exemption from the registration requirements of the Act
and applicable state securities laws.
Forward-Looking
Statements
This press release includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These
statements involve risks and uncertainties that could cause actual
results to differ materially, including, but not limited to, the
satisfaction of customary closing conditions with respect to the
offering of the notes, prevailing market conditions, the
anticipated use of the net proceeds of the offering of the notes
which could change as a result of market conditions or for other
reasons, and the impact of general economic, industry or political
conditions in the United States or internationally. Forward looking
statements may be identified by the use of the words “may,” “will,”
“expect,” “intend,” and other similar expressions. These forward
looking statements are based on estimates and assumptions by
Quotient’s management that, although believed to be reasonable, are
inherently uncertain and subject to a number of risks. Actual
results may differ materially from those anticipated or predicted
by Quotient’s forward-looking statements. All forward-looking
statements are subject to other risks detailed in our Quarterly
Report on Form 10-Q for the quarter ended September 30, 2017 and
the risks discussed in our other filings with the Securities and
Exchange Commission. You are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the
date hereof. All forward-looking statements are qualified in their
entirety by this cautionary statement, and we undertake no
obligation to revise or update this news release to reflect events
or circumstances after the date hereof, except as required by
applicable law.
About Quotient Technology Inc.
Quotient Technology Inc. (NYSE: QUOT) is a leading digital
promotions, media and analytics company that connects brands,
retailers and consumers. We distribute digital offers and
media through a variety of products, including digital paperless
coupons, digital printable coupons, coupon codes and card-linked
offers. We operate Quotient Retailer iQ™, a real-time digital
coupon platform that connects into a retailer’s point-of-sale
system and provides targeting and analytics for manufacturers and
retailers. Our distribution network includes our flagship app and
site, Coupons.com, as well as Grocery iQ®, our thousands of
publisher partners and, in Europe, the Shopmium mobile app. We
also operate Crisp Mobile, which delivers mobile marketing
campaigns. We serve hundreds of consumer packaged goods
companies, such as Clorox, Procter & Gamble, General
Mills and Kellogg’s, as well as top retailers
like Albertsons Companies, CVS, Dollar
General, Kroger and Walgreens. Founded in 1998,
Quotient is based in Mountain View, Calif. Learn more
at Quotient.com, and follow us on Twitter @Quotient.
Quotient Technology Inc., Quotient Retailer iQ, Coupons.com,
Grocery iQ, Shopmium and Crisp Media are trademarks
of Quotient Technology Inc. All other marks are owned by
their respective owners.
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version on businesswire.com: http://www.businesswire.com/news/home/20171115005581/en/
Quotient Technology Inc.Investor Relations
Contact:Stacie Clements, 650-605-4535Vice President, Investor
Relationsir@quotient.comorMedia Contact:Paul Sloan,
650-396-8754Vice President, Corporate
Communicationspress@quotient.com
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