Cardlytics Announces Proposed Convertible Senior Notes Offering

ATLANTA, March 26, 2024 (GLOBE NEWSWIRE) -- Cardlytics, Inc. (NASDAQ: CDLX) (“Cardlytics”), an advertising platform in banks’ digital channels, today announced its intention to offer, subject to market and other conditions, $150.0 million aggregate principal amount of 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”). Cardlytics also expects to grant 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 $22.5 million aggregate principal amount of notes.

The notes will be senior, unsecured obligations of Cardlytics, will accrue interest payable semi-annually in arrears and will mature on April 1, 2029, unless earlier converted or repurchased by Cardlytics. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. Cardlytics will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at Cardlytics’ election.

If certain corporate events that constitute a “fundamental change” occur, then, subject to a limited exception, noteholders may require Cardlytics to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.

The interest rate, initial conversion rate and other terms of the notes will be determined at the time of pricing of the offering in negotiations with the initial purchasers of the notes.

Cardlytics expects to use a portion of the net proceeds from the offering to repurchase for cash a portion of its 1.00% convertible senior notes due 2025 (the “2025 Notes”) in privately negotiated transactions entered into concurrently with the pricing of the offering through one of the initial purchasers or its affiliate, as Cardlytics’ agent (each, a “note repurchase transaction”). Cardlytics expects to use any remainder of the net proceeds for general corporate purposes, including working capital, operating expenses and capital expenditures.