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May 30, 2013 /PRNewswire/ -- Concur (Nasdaq: CNQR), a leading provider of integrated travel and expense management solutions, today announced that it has priced
$425 million aggregate principal amount of 0.50% convertible senior notes due in 2018. The notes will be sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The size of the offering was increased from the previously announced aggregate principal amount of
$350 million. Concur also granted the initial purchasers of the notes an option to purchase up to an additional
$63.75 million aggregate principal amount of notes, solely to cover over-allotments. The sale is expected to close on
June 4, 2013, subject to customary closing conditions.
March 15, 2018, the notes will be convertible at the option of holders only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, holders will receive cash up to the principal amount of the notes and, with respect to any excess conversion value, shares of Concur common stock. Holders of the notes will have the right to require Concur to repurchase all or some of their notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of certain events. The notes will have an initial conversion rate of 9.5377 shares of common stock per
$1,000 principal amount of notes (which is subject to adjustment in certain circumstances). This represents an initial effective conversion price of approximately
$104.85 per share. The initial conversion price represents a premium of approximately 32.5% to the closing price of Concur's common stock on
May 29, 2013, which was
$79.13 per share.
The notes will be unsecured, unsubordinated obligations of Concur, and interest will be payable semi-annually in cash at a rate of 0.50% per annum. The notes will mature on
June 15, 2018, unless earlier purchased or converted.
In connection with the offering, Concur has entered into convertible note hedge transactions with certain financial institutions, which may include one or more of the initial purchasers of the notes or their respective affiliates (the "hedge counterparties"). Concur has also entered into separate warrant transactions with the hedge counterparties. In connection with establishing their initial hedge of the convertible note hedge and warrant transactions, the hedge counterparties have advised Concur that they or their affiliates may enter into various derivative transactions with respect to the common stock of Concur and/or purchase common stock of Concur concurrently with or shortly after the pricing of the notes. These activities could have the effect of increasing or preventing a decline in the price of Concur's common stock concurrently with or after the pricing of the notes. In addition, the hedge counterparties or their affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Concur's common stock and/or purchasing or selling Concur's common stock or other securities linked to or referencing Concur's common stock in secondary market transactions following the pricing of the notes and prior to the maturity of the notes. In particular, such hedge modification transactions are likely to occur during any averaging period for a conversion of notes. This activity could also cause or avoid an increase or a decrease in the market price of Concur's common stock or the notes, which could affect the ability of holders of the notes to convert their notes and, to the extent the activity occurs during any averaging period related to a conversion of notes, it could affect the number of shares, if any, and value of the consideration that holders of notes will receive upon conversion of the notes.