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Varonis Systems, Inc. Announces Proposed Offering of $175 Million of Convertible Senior Notes
NEW YORK, May 06, 2020 (GLOBE NEWSWIRE) -- Varonis Systems, Inc. (Nasdaq: VRNS) (“Company” or “Varonis”) announced today its intention to offer $175 million
About this update from Varonis Systems, Inc.
[{"type":"text","content":"NEW YORK, May 06, 2020 (GLOBE NEWSWIRE) -- Varonis Systems, Inc. (Nasdaq: VRNS) (“Company” or “Varonis”) announced today its intention to offer $175 million aggregate principal amount of Convertible Senior Notes due 2025 (the “Notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), subject to market conditions and other factors. The Company also expects to grant to the initial purchasers of the Notes a 13-day option to purchase up to an additional $26.25 million aggregate principal amount of Notes.\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 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. 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. On or after August 20, 2023 and on or prior to the 41st scheduled trading day immediately preceding the maturity date, the Notes will be redeemable at the Company’s option 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 Company provides notice of redemption, during any 30 consecutive trading day period ending on and including the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. The terms of the Notes, including the interest ...