Cardlytics Prices $150.0 Million Convertible Senior Notes Offering

ATLANTA, March 26, 2024 (GLOBE NEWSWIRE) -- Cardlytics, Inc. (NASDAQ: CDLX) (“Cardlytics”), an advertising platform in banks’ digital channels, today announced the pricing of its offering of $150.0 million aggregate principal amount of 4.25% 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 issuance and sale of the notes are scheduled to settle on April 1, 2024, subject to customary closing conditions. Cardlytics also 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 $22.5 million aggregate principal amount of notes.

The notes will be senior, unsecured obligations of Cardlytics and will accrue interest at a rate of 4.25% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2024. The notes will mature on April 1, 2029, unless earlier converted or repurchased by Cardlytics. Before January 2, 2029, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and after January 2, 2029, noteholders may convert their notes at any time at their election until the close of business on the scheduled trading day immediately before the maturity date. 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. The initial conversion rate is 55.4939 shares of common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $18.02 per share of common stock. The initial conversion price represents a premium of approximately 32.5% over the last reported sale price of $13.60 per share of Cardlytics’ common stock on March 26, 2024. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.

The notes will not be redeemable at Cardlytics’ option prior to maturity. If a “fundamental change” (as defined in the indenture for the notes) occurs, 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.