Tyler Technologies, Inc. Prices Offering of $525 Million Convertible Senior Notes due 2026
05 March 2021 - 4:06PM
Business Wire
Tyler Technologies, Inc. (NYSE: TYL) today announced the pricing
of its offering of $525,000,000 aggregate principal amount of 0.25%
convertible senior notes due 2026 (the “Notes”) in a private
offering to “qualified institutional buyers” pursuant to Rule 144A
under the Securities Act of 1933, as amended (the “Securities
Act”). Tyler will not issue any convertible senior notes due 2028.
The issuance and sale of the Notes are scheduled to settle on March
9, 2021, subject to customary closing conditions. Tyler also
granted the initial purchasers of the Notes a 13-day option to
purchase up to an additional $75,000,000 aggregate principal amount
of Notes.
The Notes will be senior, unsecured obligations of Tyler and
will accrue interest at a rate of 0.25% per annum, payable
semi-annually in arrears on March 15 and September 15 of each year,
beginning on September 15, 2021. The Notes will mature on March 15,
2026, unless earlier repurchased, redeemed or converted. Before
September 15, 2025, holders of the Notes will have the right to
convert their Notes only upon the occurrence of certain events.
From and including September 15, 2025, holders of the Notes may
convert their Notes at any time at their election until the close
of business on the second scheduled trading day immediately before
the maturity date. Tyler will settle conversions of the Notes
either entirely in cash or in a combination of cash and shares of
its common stock, at Tyler’s election. However, upon conversion of
any Notes, the conversion value, which will be determined
proportionately over a period of multiple trading days, will be
paid in cash up to the principal amount of the Notes being
converted. The initial conversion rate of the Notes is 2.0266
shares of common stock per $1,000 principal amount of Notes (which
represents an initial conversion price of approximately $493.44 per
share of common stock). The initial conversion price represents a
premium of approximately 30.0% over the last reported sale price of
Tyler’s common stock on the New York Stock Exchange of $379.56 per
share on March 4, 2021. The conversion rate and conversion price of
the Notes will be subject to adjustment upon the occurrence of
certain events.
The Notes will be redeemable, in whole or in part, for cash at
Tyler’s option at any time, and from time to time, on or after
March 15, 2024 and on or before the 30th scheduled trading day
immediately before the maturity date, but only if the last reported
sale price per share of Tyler’s common stock exceeds 130% of the
conversion price for a specified period of time. The redemption
price will be equal to the principal amount of the Notes to be
redeemed, plus accrued and unpaid interest, if any, to, but
excluding, the redemption date. Holders of the Notes will have the
right to require Tyler to repurchase their Notes upon the
occurrence of a fundamental change (as defined in the indenture
governing the Notes) at a cash repurchase price equal to the
principal amount of the Notes to be repurchased, plus accrued and
unpaid interest, if any, to, but excluding, the fundamental change
repurchase date.
Tyler estimates that the net proceeds from the offering will be
approximately $516.6 million (or approximately $590.8 million if
the initial purchasers fully exercise their option to purchase
additional Notes), after deducting the initial purchasers’
discounts and commissions and estimated offering expenses. Tyler
intends to use the net proceeds from the offering to fund a portion
of the purchase price of its previously announced acquisition of
NIC Inc. (the “NIC Acquisition”), to pay fees and expenses related
to the NIC Acquisition, and, in the event that the NIC Acquisition
does not close, for general corporate purposes (which may include
future acquisitions).
The offer and sale of the Notes and any shares of common stock
issuable upon conversion of the Notes have not been, and will not
be, registered under the Securities Act or any other securities
laws, and the Notes and any such shares cannot be offered or sold
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
any other applicable securities laws.
This press release does not constitute an offer to sell, or the
solicitation of an offer to buy, the Notes or any shares of common
stock issuable upon conversion of the Notes, nor will there be any
offer, solicitation or sale of the Notes or any such shares, in any
state or other jurisdiction in which such offer, solicitation or
sale would be unlawful.
About Tyler Technologies
Tyler Technologies, Inc. (NYSE: TYL) provides integrated
software and technology services to the public sector. Tyler’s
end-to-end solutions empower local, state and federal government
entities to operate more efficiently and connect more transparently
with their constituents and with each other. By connecting data and
processes across disparate systems, Tyler’s solutions are
transforming how clients gain actionable insights that solve
problems in their communities. Tyler has more than 27,000
successful installations across more than 11,000 sites, with
clients in all 50 states, Canada, the Caribbean, Australia and
other international locations. Tyler has been named to Government
Technology’s GovTech 100 list five times and has been recognized
three times on Forbes’ “Most Innovative Growth Companies” list.
Forward-Looking Statements
This press release includes forward-looking statements,
including statements regarding the completion of the offering and
the expected amount and intended use of the net proceeds.
Forward-looking statements represent Tyler’s current expectations
regarding future events and are subject to known and unknown risks
and uncertainties that could cause actual results to differ
materially from those indicated in, or implied by, the
forward-looking statements. Among those risks and uncertainties are
market conditions, the satisfaction of the closing conditions
related to the offering and risks relating to Tyler’s business,
including those described in periodic reports that Tyler files from
time to time with the Securities and Exchange Commission. Tyler may
not consummate the offering described in this press release and, if
the offering is consummated, cannot provide any assurances
regarding its ability to effectively apply the net proceeds as
described above. The forward-looking statements included in this
press release speak only as of the date of this press release, and
Tyler does not undertake to update the statements included in this
press release for subsequent developments, except as may be
required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20210304006203/en/
Brian K. Miller Executive Vice President &
CFO Tyler Technologies, Inc. 972-713-3720
brian.miller@tylertech.com
Tyler Technologies (NYSE:TYL)
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