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By Business Wire |
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December 7, 2012 07:35 AM EST |
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Bottomline Technologies (NASDAQ: EPAY), a leading provider of
cloud-based payment, invoice and banking solutions, today announced the
pricing of $165 million aggregate principal amount of its 1.50%
Convertible Senior Notes due 2017. The company has granted the
underwriters an option to purchase up to an additional $24.75 million
aggregate principal amount of notes. The sale of the notes is expected
to close on December 12, 2012, subject to customary closing conditions.
The notes will mature on December 1, 2017, unless repurchased or
converted in accordance with their terms prior to that date, and will
bear interest at a rate of 1.50% per year, payable semiannually in
arrears on June 1 and December 1 of each year, beginning on June 1,
2013. The notes will be convertible, under certain circumstances, into
cash or a combination of cash and shares of Bottomline’s common stock,
at an initial conversion rate of 33.3042 shares of common stock per
$1,000 principal amount of notes, which is equivalent to an initial
conversion price of approximately $30.03 per share of common stock. The
company will not have the right to redeem the notes prior to maturity.
If the company’s stock price increases from its current price to an
amount greater than 130% of the conversion price of the notes and under
certain other circumstances or time periods, the notes would be
convertible into cash or a combination of cash and shares of Bottomline
common stock. To help minimize dilution to existing stockholders, and /
or offset potential cash payments in excess of the principal amount of
the notes upon their conversion, the company also plans to enter into
separate privately negotiated hedge and warrant transactions, which in
combination are intended to increase the effective conversion price per
share to approximately $40.04, or 70% higher than the closing price of
Bottomline’s stock on December 6, 2012, before it would issue new shares
or pay cash in excess of the principal amount of the notes upon their
conversion.
Bottomline expects that the net proceeds of this offering will be
approximately $160 million (or approximately $184 million if the
underwriters’ option to purchase additional notes is exercised in full),
after deducting the underwriters’ discounts and commissions and
estimated offering expenses payable by the company. The company expects
to use approximately $14 million of the net proceeds from the offering
to pay the net cost of the hedge and warrant transactions described
above (or approximately $16 million if the underwriters’ option to
purchase additional notes is exercised in full). Bottomline intends to
use the remainder of the net proceeds of the offering for general
corporate purposes, which may include the acquisition of companies,
businesses or assets or working capital.
About the Offering
The offering is being made pursuant to an effective shelf registration
statement on file with the Securities and Exchange Commission (SEC).
For more information about the offering, please refer to the Company’s
Form 8-K being filed with the SEC on December 7, 2012.
This press release is neither an offer to sell nor a solicitation of an
offer to buy the securities described herein, nor shall there be any
sale of these securities in any jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. The
offering of the notes will be made only by means of a prospectus
supplement and related prospectus. The hedge and warrant transactions
described above and the shares of the company’s common stock underlying
the warrant transactions have not been and will not be registered under
the Securities Act of 1933, as amended, or the securities laws of any
other jurisdiction and may not be offered or sold in the United States
without registration or an applicable exemption from registration
requirements.
RBC Capital Markets (Sole Coordinator) and RBS are acting as joint
book-running managers for the offering. Bottomline has filed a
registration statement (including a base prospectus and related
preliminary prospectus supplement) with the SEC for the offering. You
may get these documents for free by visiting EDGAR on the SEC web site
at www.sec.gov.
Alternatively, Bottomline, the underwriters or any dealer participating
in the offering will arrange to send you the preliminary prospectus
supplement and the accompanying prospectus if you request them by
contacting RBC Capital Markets, LLC, 3 World Financial Center, 200 Vesey
Street, 8th Floor, New York, NY, 10281-8098; Attention: Equity
Syndicate; Phone: 877-822-4089; Fax: 212-428-6260 or RBS Americas HQ,
600 Washington Boulevard, Stamford, CT 06901; Attention: Equity
Prospectus Library; Phone: 203-897-9874; E-mail:
[email protected].
About Bottomline Technologies
Bottomline Technologies (NASDAQ: EPAY) provides cloud-based payment,
invoice and banking solutions to corporations, financial institutions
and banks around the world. The company’s solutions are used to
streamline, automate and manage processes involving payments, invoicing,
global cash management, supply chain finance and transactional
documents. Organizations trust Bottomline to meet their needs for cost
reduction, competitive differentiation and optimization of working
capital. Headquartered in the United States, Bottomline also maintains
offices in Europe and Asia-Pacific.
Bottomline Technologies and the BT logo are trademarks of Bottomline
Technologies (de), Inc. which may be registered in certain
jurisdictions. All other brand/product names are trademarks of their
respective holders.
This press release contains “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995. Any
statements that are not statements of historical fact should be
considered to be forward-looking statements, including statements about
our planned offer and sale of convertible senior notes, the use of net
proceeds from any such sale and the anticipated effect of the privately
negotiated hedge and warrant transactions. The offering is subject to
closing conditions and there can be no assurance as to the closing of
the offering, the net proceeds of the offering or whether the hedge and
warrant transactions will become effective or achieve their intended
objectives. In addition, management retains broad discretion with
respect to the use of any proceeds from the offering. For a
discussion of factors that could impact Bottomline’s operational and
financial results, refer to our Form 10-K for the fiscal year ended June
30, 2012 and any subsequently filed Form 10-Qs and Form 8-Ks or
amendments thereto. Any forward-looking statements represent our views
only as of today and should not be relied upon as representing our views
as of any subsequent date. We do not assume any obligation to update any
forward-looking statements.

Copyright © 2009 Business Wire. All rights reserved. Republication or redistribution of Business Wire content is expressly prohibited without the prior written consent of Business Wire. Business Wire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.
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