Azurite extends early premium through end of tender for Alteryx notes

By Wendy Van Sickle

Columbus, Ohio, Feb. 28 – Azurite Intermediate Holdings, Inc. extended the early participation premium through the expiration date in its cash tender offer to purchase for cash any and all of the outstanding $450 million 8¾% senior notes due 2028 issued by Alteryx, Inc. (Cusip: 02156BAG8, U02077AA0), according to a press release. The offer was announced on Feb. 14.

In connection with the tender offer, Azurite is soliciting consents from holders to some proposed amendments to the indenture relating to the notes.

Azurite is conducting the tender offer and consent solicitation in connection with, and conditioned upon, Azurite’s acquisition of Alteryx.

Consent bid

The purpose of the consent solicitation and the proposed amendments is to, among other things, unconditionally release, terminate and discharge any guarantee of any guarantor; and eliminate substantially all restrictive covenants, including the requirement in the indenture to make a change-of-control offer following a change-of-control triggering event, some events of default and some other provisions in the indenture.

Holders may not tender their notes in the tender offer without delivering their consents under the consent solicitation, and holders may not deliver their consents without tendering their notes.

In order to adopt the proposed amendments, the offeror must receive consents representing a majority of the aggregate principal amount of the notes then outstanding.

If the necessary consents are received and the proposed amendments become operative, the issuer will not have an obligation to make an offer to purchase all the outstanding notes at 101 following a change-of-control triggering event. Any notes outstanding after consummation of the tender offer will continue to be unsecured obligations of Alteryx and will not have the benefit of any guarantees and will only have the benefit of very limited restrictive covenants if the required consents are received.

If, however, the needed consents are not obtained and the proposed amendments do not become operative, the issuer will have to make a change-of-control offer to purchase all outstanding notes at 101 plus accrued interest.

Tender consideration

Under the tender offer, Azurite is offering a total consideration of $1,012.50 per $1,000 principal amount. The total consideration includes an early participation premium of $50 per $1,000 of notes that was initially only to be paid to holders who tendered by the early tender date, 5 p.m. ET on Feb. 28. That premium will now be paid to holders who tender through the offer’s expiration at 5 p.m. ET on March 14.

In addition, holders will receive accrued interest to but excluding the settlement date.

The offeror noted that the total consideration is higher than, and the tender consideration is lower than, the change-of-control purchase price under a change-of-control offer if such a change-of control offer is made following a change-of-control triggering event.

Details

Azurite said it may accept notes for purchase and make any applicable payments through one or more of its subsidiaries or affiliates.

If holders of not less than 90% in aggregate principal amount of the outstanding notes tender and the offeror purchases all the notes tendered, the issuer intends to optionally redeem all remaining outstanding notes at a redemption price equal to the tender consideration plus, to the extent not included in the tender offer payment, accrued interest, if any, to but excluding the redemption date.

Conditions

The tender offer is conditioned on receipt of the required consents and the consummation of the merger. Azurite reserves the right, at its discretion, to waive any and all conditions to the tender offer.

Consummation of the merger is not, however, conditioned upon completion of the tender offer or the receipt of the required consents under the consent solicitation.

The merger is expected to occur in the first quarter of 2024 or in the second quarter of 2024, and the offeror expects the consummation of the tender offer and the consent solicitation to coincide with the closing of the merger.

The offeror intends to fund the tender offer using a portion of the proceeds from a senior secured credit facility, consisting of a $1.8 billion commitment with respect to initial term loans and delayed-draw term loans and a $200 million revolving credit facility.

J.P. Morgan Securities LLC (212 834-3424 or 866 834-4666) will act as dealer manager for the tender offer and consent solicitation.

D.F. King & Co., Inc. (866 342-4884, 212 269-5550 for banks and brokers; alteryx@dfking.com) is the information and tender agent.

Alteryx is an Irvine, Calif.-based computer software company. The parent company is based in Santa Monica, Calif.

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