MOUNTAIN VIEW, Calif.--(BUSINESS WIRE)--Quotient Technology Inc. (“Quotient”) (NYSE: QUOT) today announced its intention to offer, subject to market conditions and other factors, $175 million aggregate principal amount of convertible senior notes due 2022 (the “notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”). Quotient also expects to grant the initial purchasers an option to purchase up to an additional $25 million aggregate principal amount of the notes within a 13-day period from, and including, the initial issuance date of the notes.
The notes will be unsecured, senior obligations of Quotient. Interest will be payable semi-annually in arrears. The notes will be convertible at the option of holders, subject to certain conditions and during certain periods, into cash, shares of Quotient’s common stock or a combination of cash and shares of Quotient’s common stock, at Quotient’s election. The notes will be redeemable at the option of Quotient on or after December 5, 2020, at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest if the last reported sale price of Quotient’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 three trading days preceding the date on which Quotient provides written notice of redemption. The interest rate, conversion rate and other terms of the notes are to be determined upon pricing of the offering.
Quotient intends to use the net proceeds of the offering for general corporate purposes, including working capital, capital expenditures, repurchases of Quotient’s common stock pursuant to its existing stock repurchase program, potential acquisitions and strategic transactions.
This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale is unlawful. Any offer of the securities will be made only by means of a private offering memorandum. The notes and the shares of the common stock issuable upon conversion of the notes, if any, will not be registered under the Act or any state securities law, and unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Act and applicable state security laws.
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements involve risks and uncertainties that could cause actual results to differ materially, including, but not limited to, whether Quotient will be able to consummate the offering, the final terms of the offering, the satisfaction of customary closing conditions with respect to the offering of the notes, prevailing market conditions, the anticipated use of the net proceeds of the offering of the notes 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. Forward looking statements may be identified by the use of the words “may,” “will,” “expect,” “intend,” and other similar expressions. These forward looking statements are based on estimates and assumptions by Quotient’s management that, although believed to be reasonable, are inherently uncertain and subject to a number of risks. Actual results may differ materially from those anticipated or predicted by Quotient’s forward-looking statements. All forward-looking statements are subject to other risks detailed in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 and the risks discussed in our other filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, and we undertake no obligation to revise or update this news release to reflect events or circumstances after the date hereof, except as required by applicable law.