Vertex, Inc. Announces Pricing of Upsized $300 Million Convertible Senior Notes Offering

KING OF PRUSSIA, Pa., April 23, 2024 (GLOBE NEWSWIRE) -- Vertex, Inc. (NASDAQ: VERX) (“Vertex”), a leading global provider of indirect tax solutions, today announced the pricing of $300 million aggregate principal amount of 0.750% convertible senior notes due 2029 (the “notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The size of the offering was increased from the previously announced $250 million aggregate principal amount of notes. In connection with the offering of the notes, Vertex granted the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $45 million aggregate principal amount of notes. The sale of the notes to the initial purchasers is expected to settle on April 26, 2024, subject to customary closing conditions.

The notes will be senior, unsecured obligations of Vertex and will bear interest at a rate of 0.750% per year, payable semi-annually in arrears on May 1 and November 1 of each year, beginning on November 1, 2024. The notes will mature on May 1, 2029, unless earlier repurchased, redeemed or converted in accordance with their terms. Prior to November 1, 2028, the notes will be convertible only upon satisfaction of certain conditions and during certain periods. From and after November 1, 2028, the notes will be convertible at any time at the election of the holders of the notes until the close of business on the second scheduled trading day immediately preceding the maturity date.

Upon conversion, the notes may be settled in shares of Vertex’s Class A Common Stock, cash or a combination of cash and shares of Vertex’s Class A Common Stock, at Vertex’s option. Holders of the notes will have the right to require Vertex to repurchase all or a portion of their notes for cash at 100% of their principal amount, plus any accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date, upon the occurrence of a fundamental change (as defined in the indenture governing the notes), subject to a limited exception. The conversion rate will initially be 27.5315 shares of Vertex’s Class A Common Stock per $1,000 principal amount of notes (which is equivalent to an initial conversion price of approximately $36.32 per share of Vertex’s Class A Common Stock). The initial conversion price of the notes represents a premium of approximately 30% over the last reported sale price of Vertex’s Class A Common Stock on The NASDAQ Global Market of $27.94 per share on April 23, 2024. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.