Goodwin Procter LLP advised the initial purchasers on the deal.
Everbridge, Inc. (“Everbridge”) issued an aggregate of $375 million principal amount of its 0% Convertible Senior Notes due 2026 (the “Notes”), including the exercise in full by the initial purchasers of their option to purchase up to an additional $50.0 million aggregate principal amount of the Notes, pursuant to an Indenture dated March 11, 2021 (the “Indenture”), between Everbridge and U.S. Bank National Association, as trustee (the “Trustee”), in a private offering to qualified institutional buyers (the “Note Offering”) pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”).
The Notes will not bear regular interest, and the principal amount of the notes will not accrete. Special interest will accrue on the Notes in circumstances and at the rates described in the Indenture, which such special interest, if any, will be payable semiannually 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 converted, redeemed or repurchased. The Notes are convertible into cash, shares of Everbridge’s common stock or a combination of cash and shares of Everbridge’s common stock, at Everbridge’s election.
Everbridge estimates that the proceeds from the Note Offering will be approximately $364.3 million, after deducting fees and estimated expenses. Everbridge used approximately $59.0 million of the net proceeds from the Note Offering and issued 1,288,994 shares of its common stock to repurchase approximately $58.6 million aggregate principal amount of its outstanding 1.50% Convertible Senior Notes due 2022 (the “2022 notes”) in a privately negotiated transaction concurrently with the pricing of the Note Offering. Everbridge also used approximately $35.1 million of the net proceeds from the Note Offering to pay the costs of the capped call transactions described below.
Everbridge entered into the purchase agreement (the “Purchase Agreement”) with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the several initial purchasers, relating to the sale by Everbridge of an aggregate of $375 million principal amount of the Notes in the Note Offering. Pursuant to the terms of the Purchase Agreement, the parties have agreed to indemnify each other against certain liabilities, including certain liabilities under the Securities Act.
Everbridge Inc. is a global software company that provides enterprise software applications that automate and accelerate organizations’ operational response to critical events in order to Keep People Safe and Businesses Running.™
Goodwin’s Technology team consisted of Ken Gordon (Picture), Michael Minahan, and Ryan Donahue. Goodwin’s Debt Capital Markets team consisted of Jim Barri, John Servidio, Yana Shneyderman, Benjamin Drai, and Patrick Wilson. Daniel Karelitz and Garrett Gaughan provided tax advice.
Involved fees earner: James Barri – Goodwin Procter; Benjamin Drai – Goodwin Procter; Garrett Gaughan – Goodwin Procter; Kenneth Gordon – Goodwin Procter; Daniel Karelitz – Goodwin Procter; Michael Minahan – Goodwin Procter; John Servidio – Goodwin Procter; Patrick Wilson – Goodwin Procter;
Law Firms: Goodwin Procter;