Tyler Technologies, Inc. Prices Offering of $525 Million Convertible Senior Notes due 2026
Tyler Technologies, Inc. (NYSE: TYL) today announced the pricing of its offering of $525,000,000 aggregate principal amount of 0.25% convertible senior notes due 2026 (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”). Tyler will not issue any convertible senior notes due 2028. The issuance and sale of the Notes are scheduled to settle on March 9, 2021, subject to customary closing conditions. Tyler also granted the initial purchasers of the Notes a 13-day option to purchase up to an additional $75,000,000 aggregate principal amount of Notes.
The Notes will be senior, unsecured obligations of Tyler and will accrue interest at a rate of 0.25% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2021. The Notes will mature on March 15, 2026, unless earlier repurchased, redeemed or converted. Before September 15, 2025, holders of the Notes will have the right to convert their Notes only upon the occurrence of certain events. From and including September 15, 2025, holders of the Notes may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Tyler will settle conversions of the Notes either entirely in cash or in a combination of cash and shares of its common stock, at Tyler’s election. However, upon conversion of any Notes, the conversion value, which will be determined proportionately over a period of multiple trading days, will be paid in cash up to the principal amount of the Notes being converted. The initial conversion rate of the Notes is 2.0266 shares of common stock per $1,000 principal amount of Notes (which represents an initial conversion price of approximately $493.44 per share of common stock). The initial conversion price represents a premium of approximately 30.0% over the last reported sale price of Tyler’s common stock on the New York Stock Exchange of $379.56 per share on March 4, 2021. The conversion rate and conversion price of the Notes will be subject to adjustment upon the occurrence of certain events.