CHICAGO--(BUSINESS WIRE)--May 25, 2018--
Envestnet, Inc. (NYSE:ENV) (the “Company”), a leading provider of
intelligent systems for wealth management and financial wellness,
announced today the closing of its offering of $345 million aggregate
principal amount of 1.75%convertible notes due 2023 (the
“Notes”), which were sold in a private offering to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of
1933, as amended (the “Act”). The proceeds include the full exercise of
the $45 million option to purchase additional Notes granted by the
Company to the initial purchasers.
The Notes are general unsecured obligations of the Company and will be
guaranteed on an unsecured basis by Envestnet Asset Management, Inc.
(the “Guarantor”), a wholly owned subsidiary of the Company. The Notes
and the Guarantee will be subordinated in right of payment to the
Company’s and the Guarantor’s obligations, respectively, under the
Company’s revolving credit facility.
The Notes will mature on June 1, 2023, unless earlier purchased,
redeemed or converted. Interest accrues on the Notes at a rate of 1.75%
per year and is payable semiannually in arrears on June 1 and December 1
of each year, beginning on December 1, 2018.
The Notes are convertible at the option of the holders, prior to the
close of business on the business day immediately preceding December 15,
2022 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 is 14.6381 shares of the Company’s
common stock for each $1,000 principal amount of Notes (equivalent to an
initial conversion price of approximately $68.31 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 Company may redeem the Notes for cash, at its option, on or
after June 5, 2021, at a redemption price equal to 100% of the principal
amount thereof, plus accrued and unpaid interest to, but excluding the
redemption 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) during any 30
consecutive trading day period ending within not more than any of the
five trading days immediately preceding the date on which the Company
provides written notice of redemption.
The Company estimates that the net proceeds from the sale of the Notes,
after deducting initial purchaser discounts and estimated offering
expenses, will be approximately $335.1 million. The Company expects to
use a portion of the net proceeds from the offering to repay the
outstanding principal balance of its revolving credit facility. The
Company expects to use the remaining net proceeds from the offering, as
well as the increased amounts available under its revolving credit
facility, for general corporate purposes, which may include selective
strategic investments through acquisitions, alliances or other
transactions and to opportunistically repurchase or retire its
outstanding 1.75% Convertible Notes due 2019.
The Notes were offered to qualified institutional buyers pursuant to
Rule 144A under the Securities Act. Neither the Notes nor the shares of
the Company’s common stock into which the Notes are convertible have
been, or will be, registered under the Securities Act or the securities
laws of any other jurisdiction, and unless so registered, may not be
offered or sold in the United States except pursuant to an applicable
exemption from such registration requirements.
This announcement is neither an offer to sell nor a solicitation of an
offer to buy the Notes (or the shares of the Company’s common stock into
which the Notes are convertible), nor will there be any offer,
solicitation or sale in any jurisdiction in which such offer,
solicitation or sale is unlawful.
The statements in this release relating to the expected use of proceeds
from the offering are forward-looking statements made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. These statements involve risks and uncertainties that could
cause actual results to differ materially, including, but not limited
to, the anticipated use of the proceeds of the offering, 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. Factors that could cause such
differences are described in the Company’s periodic filings with SEC.
You are cautioned not to place undue reliance on the Company’s
forward-looking statements, which speak only as of the date such
statements are made. The Company does not undertake any obligation to
publicly update any forward-looking statements to reflect events,
circumstances or new information after this May 25, 2018 press release,
or to reflect the occurrence of unanticipated events.
Envestnet, Inc. (NYSE:ENV) is a leading provider of intelligent systems
for wealth management and financial wellness. Envestnet’s unified
technology enhances advisor productivity and strengthens the wealth
management process. Envestnet empowers enterprises and advisors to more
fully understand their clients and deliver better outcomes.
Envestnet enables financial advisors to better manage client outcomes
and strengthen their practices. Institutional-quality research and
advanced portfolio solutions are provided through Envestnet | PMC, our
Portfolio Management Consultants group. Envestnet | Yodlee is a leading
data aggregation and data analytics platform powering dynamic,
cloud-based innovation for digital financial services. Envestnet |
Tamarac provides leading rebalancing, reporting, and practice management
software for advisors. Envestnet | Retirement Solutions provides an
integrated platform that combines leading practice management
technology, research, data aggregation and fiduciary managed account
View source version on businesswire.com: https://www.businesswire.com/news/home/20180525005647/en/
Source: Envestnet, Inc.