LivePerson Announces Proposed Private Offering of $450 Million of Convertible Senior Notes Due 2026

About this update from Liveperson, Inc.

[{"type":"text","content":"NEW YORK, Dec. 1, 2020 /PRNewswire/ -- LivePerson, Inc. (NASDAQ: LPSN) (\"LivePerson\") announced today that it intends to offer, subject to market conditions and other factors, $450.0 million aggregate principal amount of Convertible Senior Notes due 2026 (the \"Notes\") in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended (the \"Act\"). LivePerson also intends to grant to the initial purchasers of the Notes a 13-day option to purchase up to an additional $67.5 million aggregate principal amount of the Notes.\n\n \n \n \n \n \n \n\n \nThe Notes will be senior, unsecured obligations of LivePerson, and will bear interest payable semi-annually in arrears. The Notes will mature on December 15, 2026, unless converted, repurchased or redeemed in accordance with their terms prior to such date. Prior to August 15, 2026, the Notes will be convertible at the option of holders only under certain circumstances, and thereafter, at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Notes may be settled in shares of LivePerson common stock, cash or a combination thereof, at the election of LivePerson.\nThe interest rate, conversion rate, offering price and other terms of the Notes will be determined at the time of pricing of the offering.\nLivePerson intends to use a portion of the net proceeds from the offering of the Notes to pay the cost of the capped call transactions described below, and to use the remaining net proceeds from the offering for general corporate purposes, which may include acquisitions or other strategic transactions.\nIn connection with the pricing of the Notes, LivePerson expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers of the Notes and/or their respective affiliates and/or other financial institutions (the \"capped call counterparties\"). The capped call transactions are expected generally to reduce the potential dilution to holders of LivePerson common stock upon any conversion of the Notes and/or offset any cash payments that LivePerson could be required to make in excess of the aggregate principal amount of converted Notes, as the case may be, with such red...

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