Verint Announces Pricing Of Underwritten Public Offerings Of Common Stock

(RTTNews) - Verint Systems Inc. (VRNT) announced that it has agreed to sell, at a public offering price of $47.75 per share, an aggregate of 5 million shares of its common stock (or up to 5.75 million shares if the underwriters in that offering exercise their option to purchase additional shares in full) and $350 million aggregate principal amount of its 1.50% convertible senior notes due 2021 (or up to $400 million in aggregate principal amount if the underwriters in that offering exercise their option to purchase additional notes in full).

The offering of notes was increased from the previously announced $300.0 million aggregate principal amount of notes.

The notes will bear interest at a rate of 1.50% per year, payable semi-annually in arrears, and will mature on June 1, 2021, unless repurchased or converted in accordance with their terms prior to that date. The notes will be convertible, at Verint's election, into cash, shares of Verint's common stock or a combination thereof, subject to satisfaction of certain conditions and during certain periods. Upon conversion, Verint currently intends to pay cash in respect of the principal amount.

The initial conversion rate of the notes will be 15.5129 shares per $1,000 principal amount of notes, which is equal to a conversion price of approximately $64.46 per share, subject to adjustment in certain circumstances. As a result of the convertible note hedge and warrant transactions described below, the effective conversion price for the notes is expected to be $75.00 per share, which represents approximately a 57% premium to the concurrent common stock offering price. The notes will not be guaranteed by any of Verint's subsidiaries.

Verint estimates the aggregate net proceeds from the concurrent offerings to be approximately $573 million (assuming no exercise of the underwriters' options), after deducting the underwriting discount and estimated offering expenses payable by Verint.

Verint also intends to use a portion of the net proceeds from the notes offering to pay the costs of the related convertible note hedge transactions. Verint intends to use the remainder of the net proceeds from the notes offering, together with the net proceeds from the common stock offering, to repay a portion of the outstanding indebtedness under its existing credit facility. The closing of both offerings is expected to occur on June 18, 2014, subject to the satisfaction of customary closing conditions.