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Last Trade - 07/05/21

Sector
Technology
Size
Large Cap
Market Cap £4.46bn
Enterprise Value £4.38bn
Revenue £251.7m
Position in Universe 1247th / 6858

BlackLine, Inc. Announces Pricing of Offering of $1 Billion of Convertible Senior Notes

Thu 11th March, 2021 1:30pm
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LOS ANGELES, March 11, 2021 (GLOBE NEWSWIRE) -- BlackLine, Inc. (Nasdaq: BL),
a global leader in cloud-based accounting and finance software, today
announced the pricing of $1 billion aggregate principal amount of 0.00%
convertible senior notes due 2026 (the “notes”) in a private placement to
qualified institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the “Securities Act”). BlackLine also granted the
initial purchasers of the notes a 13-day option to purchase up to an
additional $150 million aggregate principal amount of the notes. The sale of
the notes is expected to close on March 15, 2021, subject to customary
closing conditions.

The notes will be senior unsecured obligations of BlackLine, will not bear
interest, and the principal amount of the notes will not accrete. The notes
will mature on March 15, 2026, unless earlier converted, redeemed or
repurchased. The initial conversion rate will be 6.0156 shares of
BlackLine’s common stock (“common stock”) per $1,000 principal amount
of notes (equivalent to an initial conversion price of
approximately $166.23 per share of common stock). The initial conversion
price of the notes represents a premium of approximately 42.5% over the volume
weighted average price of BlackLine’s common stock per share between opening
and closing of trading on the Nasdaq Global Select Market on March 10, 2021.
The notes will be convertible into cash, shares of BlackLine’s common stock
or a combination of cash and shares of BlackLine’s common stock, at
BlackLine’s election.

BlackLine may redeem the notes, at its option, on or after March 20, 2024 if
the last reported sale price of BlackLine’s common stock has been at least
130% of the conversion price then in effect for at least 20 trading days
(whether or not consecutive) during any 30 consecutive trading-day period
(including the last trading day of such period) ending on and including the
trading day immediately preceding the date on which BlackLine provides notice
of redemption at a redemption price equal to 100% of the principal amount of
the notes to be redeemed, plus accrued and unpaid special interest, if any,
to, but excluding, the redemption date.

If a “fundamental change” (as defined in the indenture governing the
notes) occurs at any time prior to the maturity date, holders of the notes may
require BlackLine to repurchase for cash all or any portion of their notes at
a repurchase price equal to 100% of the principal amount of the notes to be
repurchased, plus accrued and unpaid special interest, if any. In addition,
following certain corporate events or if BlackLine issues a notice of
redemption, BlackLine will, under certain circumstances, increase the
conversion rate for holders who convert their notes in connection with such
corporate event or notice of redemption.

BlackLine estimates that the net proceeds from the offering will be
approximately $981.35 million (or $1.129 billion if the initial purchasers
exercise their option to purchase additional notes in full), after deducting
the initial purchasers’ discounts and estimated offering expenses payable by
BlackLine. BlackLine intends to use $89 million of the net proceeds to pay the
cost of the capped call transactions described below. BlackLine intends to use
approximately $432.2 million of the net proceeds from this offering for the
repurchase of up to $250.0 million principal amount of its outstanding 0.125%
Convertibles Senior Notes due 2024 (the “2024 Notes”).

BlackLine intends to use the remainder of the net proceeds for working capital
and other general corporate purposes, which may include capital expenditures
and potential acquisitions and strategic transactions. However, it has not
designated any specific uses and has no current agreements with respect to any
material acquisition or strategic transaction.

In connection with the pricing of the notes, BlackLine entered into capped
call transactions with one or more of the initial purchasers and/or their
respective affiliates and/or other financial counterparties (the “option
counterparties”). The capped call transactions are expected generally to
reduce potential dilution to BlackLine’s common stock upon any conversion of
notes and/or offset any cash payments BlackLine 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 initially equal to approximately
$233.31 (which represents a premium of 100% over the volume weighted average
price of BlackLine’s common stock per share between opening and closing of
trading on the Nasdaq Global Select Market on March 10, 2021), subject to
certain adjustments under the terms of the capped call transactions. If the
initial purchasers exercise their option to purchase additional notes,
BlackLine expects to enter into additional capped call transactions with the
option counterparties.

BlackLine expects that, in connection with establishing their initial hedges
of the capped call transactions, the option counterparties or their respective
affiliates may enter into various derivative transactions with respect to
BlackLine’s common stock and/or purchase shares of BlackLine’s common
stock concurrently with or shortly after the pricing of the notes. This
activity could increase (or reduce the size of any decrease in) the market
price of BlackLine’s common stock or the notes at that time.

In addition, BlackLine expects that the option counterparties or their
respective affiliates may modify their hedge positions by entering into or
unwinding various derivatives with respect to BlackLine’s common stock
and/or purchasing or selling BlackLine’s common stock or other securities of
BlackLine in secondary market transactions following the pricing of the notes
and prior to the maturity of the notes (and are likely to do so following any
conversion, repurchase or redemption of the notes, if BlackLine exercises the
relevant election under the capped call transactions). This activity could
also cause or prevent an increase or a decrease in the market price of
BlackLine’s common stock or the notes, and to the extent the activity occurs
during any observation period related to a conversion of notes, this could
affect the value of the consideration that a noteholder will receive upon
conversion of its notes. If any capped call transactions fail to become
effective, whether or not the offering of the notes is completed, the option
counterparties (or their respective affiliates) may unwind their hedge
positions with respect to BlackLine’s common stock, which could adversely
affect the price of BlackLine’s common stock and, if the notes have been
issued, the value of the notes.

BlackLine also expects in connection with the repurchase of a portion of its
2024 Notes, those holders of the 2024 Notes that sell their 2024 Notes to
BlackLine may enter into or unwind various derivatives with respect to
BlackLine’s common stock and/or purchase shares of BlackLine’s common
stock concurrently with or shortly after the pricing of the notes. In
particular, BlackLine expects that many holders of the 2024 Notes employ a
convertible arbitrage strategy with respect to the 2024 Notes and have a short
position with respect to BlackLine’s common stock that they would close,
through purchases of BlackLine’s common stock, in connection with
BlackLine’s repurchase of the 2024 Notes. This activity could increase (or
reduce the size of any decrease in) the market price of BlackLine’s common
stock, which may also affect the trading price of the notes at that time, and
could result in a higher effective conversion price for the notes.

Neither the notes, nor any shares of BlackLine’s common stock potentially
issuable upon conversion of the notes, have been, nor will be, registered
under the Securities Act or any state securities laws and, unless so
registered, such securities may not be offered or sold in the United
States absent registration or an applicable exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act and other applicable securities laws.

This press release is neither an offer to sell nor a solicitation of an offer
to buy any securities, nor shall it constitute an offer, solicitation or sale
of the securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction.

Media Contact:

Kimberly Uberti
BlackLine
kimberly.uberti@blackline.com

Investor Relations Contact:

Alexandra Geller 
BlackLine
alex.geller@blackline.com 

(https://www.globenewswire.com/NewsRoom/AttachmentNg/4bf13579-a862-4482-9dd1-e6f6471573c4)



GlobeNewswire, Inc. 2021
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