Jamf Holding Corp. Announces Pricing of $325.0 Million of Convertible Senior Notes - Seite 2

Subject to certain conditions, holders of the notes will have the right to require Jamf to repurchase all or a portion of their notes upon the occurrence of a fundamental change (as defined in the indenture that will govern the notes) at a purchase price of 100% of their principal amount plus any accrued and unpaid interest. In connection with certain corporate events or if Jamf calls any notes for redemption, Jamf will, under certain circumstances, increase the conversion rate for noteholders who elect to convert their notes in connection with any such corporate event or convert their notes called for redemption.

The notes will be convertible at an initial conversion rate of 20.0024 shares of common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $49.99 per share, which represents a conversion premium of approximately 40% to the last reported sale price of $35.71 per share of common stock on NASDAQ on September 14, 2021).

Prior to the close of business on the business day immediately preceding March 1, 2026, the notes will be convertible at the option of the noteholders only upon the satisfaction of specified conditions and during certain periods. On or after March 1, 2026 until the close of business on the second scheduled trading day immediately preceding the maturity date, the notes will be convertible at the option of the noteholders at any time regardless of these conditions. Conversions of the notes will be settled in cash, shares of common stock, or a combination thereof, at Jamf’s election.

In connection with the pricing of the notes, Jamf entered into privately negotiated capped call transactions with certain of the initial purchasers or their respective affiliates and other financial institutions (the “option counterparties”). The capped call transactions will cover, subject to anti-dilution adjustments, the number of shares of common stock initially underlying the notes sold in the offering. The capped call transactions are expected generally to reduce potential dilution to the common stock upon any conversion of notes and/or offset any cash payments Jamf is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the capped call transactions will initially be $71.42 per share, which represents a premium of 100% over the last reported sale price of Jamf’s common stock of $35.71 per share on NASDAQ on September 14, 2021, and is subject to certain adjustments under the terms of the capped call transactions.