Cardlytics Announces Pricing of Offering of $200 Million of Convertible Senior Notes
ATLANTA, Sept. 18, 2020 (GLOBE NEWSWIRE) -- Cardlytics, Inc. (NASDAQ: CDLX), an advertising platform in banks' digital channels, today announced the pricing of $200 million principal amount of
1.00% convertible senior notes due 2025 (the “notes”) in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of
1933, as amended (the “Securities Act”). Cardlytics also granted the initial purchasers of the notes an option to purchase up to an additional $30 million principal amount of notes. The sale of the
notes is expected to close on September 22, 2020, subject to customary closing conditions.
The notes will be general unsecured obligations of Cardlytics and will accrue interest payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2021, at a rate of 1.00% per year. The notes will mature on September 15, 2025, unless earlier converted, redeemed or repurchased. The conversion rate of the notes will initially be 11.7457 shares of Cardlytics’ common stock per $1,000 principal amount of such notes (equivalent to an initial conversion price of approximately $85.14 per share of common stock). The initial conversion price of the notes represents a premium of approximately 32.50% over the last reported sale price of Cardlytics’ common stock on the Nasdaq Global Market on September 17, 2020. The notes will be convertible under certain circumstances into cash, shares of Cardlytics’ common stock or a combination of cash and shares of Cardlytics’ common stock, at Cardlytics’ election.
Cardlytics may not redeem the notes prior to September 20, 2023. Cardlytics may redeem for cash all or any portion of the notes, at its option, on or after September 20, 2023 and prior to the 36th scheduled trading day immediately preceding the maturity date of the notes, if the last reported sale price of Cardlytics’ common stock has been at least 130% of the conversion price for the notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which Cardlytics provides notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. If Cardlytics elects to redeem less than all of the notes, at least $75.0 million aggregate principal amount of notes must be outstanding and not subject to redemption as of the relevant redemption notice date.