Bottomline Technologies (NASDAQ: EPAY), a leading provider of cloud-based payment, invoice and banking solutions, today announced the pricing of $165 million aggregate principal amount of its 1.50% Convertible Senior Notes due 2017. The company has granted the underwriters an option to purchase up to an additional $24.75 million aggregate principal amount of notes. The sale of the notes is expected to close on December 12, 2012, subject to customary closing conditions. The notes will mature on December 1, 2017, unless repurchased or converted in accordance with their terms prior to that date, and will bear interest at a rate of 1.50% per year, payable semiannually in arrears on June 1 and December 1 of each year, beginning on June 1, 2013. The notes will be convertible, under certain circumstances, into cash or a combination of cash and shares of Bottomline’s common stock, at an initial conversion rate of 33.3042 shares of common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $30.03 per share of common stock. The company will not have the right to redeem the notes prior to maturity. If the company’s stock price increases from its current price to an amount greater than 130% of the conversion price of the notes and under certain other circumstances or time periods, the notes would be convertible into cash or a combination of cash and shares of Bottomline common stock. To help minimize dilution to existing stockholders, and / or offset potential cash payments in excess of the principal amount of the notes upon their conversion, the company also plans to enter into separate privately negotiated hedge and warrant transactions, which in combination are intended to increase the effective conversion price per share to approximately $40.04, or 70% higher than the closing price of Bottomline’s stock on December 6, 2012, before it would issue new shares or pay cash in excess of the principal amount of the notes upon their conversion.
Bottomline expects that the net proceeds of this offering will be approximately $160 million (or approximately $184 million if the underwriters’ option to purchase additional notes is exercised in full), after deducting the underwriters’ discounts and commissions and estimated offering expenses payable by the company. The company expects to use approximately $14 million of the net proceeds from the offering to pay the net cost of the hedge and warrant transactions described above (or approximately $16 million if the underwriters’ option to purchase additional notes is exercised in full). Bottomline intends to use the remainder of the net proceeds of the offering for general corporate purposes, which may include the acquisition of companies, businesses or assets or working capital.About the Offering The offering is being made pursuant to an effective shelf registration statement on file with the Securities and Exchange Commission (SEC). For more information about the offering, please refer to the Company’s Form 8-K being filed with the SEC on December 7, 2012. This press release is neither an offer to sell nor a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering of the notes will be made only by means of a prospectus supplement and related prospectus. The hedge and warrant transactions described above and the shares of the company’s common stock underlying the warrant transactions have not been and will not be registered under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.
RBC Capital Markets (Sole Coordinator) and RBS are acting as joint book-running managers for the offering. Bottomline has filed a registration statement (including a base prospectus and related preliminary prospectus supplement) with the SEC for the offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, Bottomline, the underwriters or any dealer participating in the offering will arrange to send you the preliminary prospectus supplement and the accompanying prospectus if you request them by contacting RBC Capital Markets, LLC, 3 World Financial Center, 200 Vesey Street, 8th Floor, New York, NY, 10281-8098; Attention: Equity Syndicate; Phone: 877-822-4089; Fax: 212-428-6260 or RBS Americas HQ, 600 Washington Boulevard, Stamford, CT 06901; Attention: Equity Prospectus Library; Phone: 203-897-9874; E-mail: email@example.com.About Bottomline Technologies Bottomline Technologies (NASDAQ: EPAY) provides cloud-based payment, invoice and banking solutions to corporations, financial institutions and banks around the world. The company’s solutions are used to streamline, automate and manage processes involving payments, invoicing, global cash management, supply chain finance and transactional documents. Organizations trust Bottomline to meet their needs for cost reduction, competitive differentiation and optimization of working capital. Headquartered in the United States, Bottomline also maintains offices in Europe and Asia-Pacific. Bottomline Technologies and the BT logo are trademarks of Bottomline Technologies (de), Inc. which may be registered in certain jurisdictions. All other brand/product names are trademarks of their respective holders. This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact should be considered to be forward-looking statements, including statements about our planned offer and sale of convertible senior notes, the use of net proceeds from any such sale and the anticipated effect of the privately negotiated hedge and warrant transactions. The offering is subject to closing conditions and there can be no assurance as to the closing of the offering, the net proceeds of the offering or whether the hedge and warrant transactions will become effective or achieve their intended objectives. In addition, management retains broad discretion with respect to the use of any proceeds from the offering. For a discussion of factors that could impact Bottomline’s operational and financial results, refer to our Form 10-K for the fiscal year ended June 30, 2012 and any subsequently filed Form 10-Qs and Form 8-Ks or amendments thereto. Any forward-looking statements represent our views only as of today and should not be relied upon as representing our views as of any subsequent date. We do not assume any obligation to update any forward-looking statements.