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Varonis Systems, Inc. Announces Pricing of $220 Million Offering of Convertible Senior Notes
NEW YORK, May 07, 2020 (GLOBE NEWSWIRE) -- Varonis Systems, Inc. (Nasdaq: VRNS) (“Company” or “Varonis”), announced today that it priced a private offering of
About this update from Varonis Systems, Inc.
[{"type":"text","content":"NEW YORK, May 07, 2020 (GLOBE NEWSWIRE) -- Varonis Systems, Inc. (Nasdaq: VRNS) (“Company” or “Varonis”), announced today that it priced a private offering of $220.0 million aggregate principal amount of 1.25% Convertible Senior Notes due 2025 (the “Notes”). The Notes will only be sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company also granted to the initial purchasers of the Notes a 13-day option to purchase up to an additional $33.0 million aggregate principal amount of Notes. The sale is expected to close on May 11, 2020, subject to satisfaction of the conditions to closing.\n The Notes will be unsecured senior obligations of the Company. The Notes will mature on August 15, 2025, unless earlier converted, redeemed or repurchased. Interest will accrue on the Notes at a rate of 1.25% per year and will be payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2020. The Notes will be convertible at the option of the holders, prior to the close of business on the business day immediately preceding February 15, 2025, only under certain circumstances and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The initial conversion rate for the Notes will be 10.8556 shares of the Company’s common stock for each $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $92.12 per share of the Company’s common stock). Upon conversion, the Notes may be settled, at the Company’s election, in cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock. The Notes will not be redeemable at the Company’s option prior to August 20, 2023. The Company may redeem the Notes for cash, at its option, on a redemption date occurring on or after August 20, 2023, and on or prior to the 41st scheduled trading day immediately preceding the maturity date, if the last reported sale price of the Company’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), including the trading day immediately preceding the date on which the Co...