|By Marketwired .||
|June 16, 2014 03:56 PM EDT||
TORONTO, ONTARIO -- (Marketwired) -- 06/16/14 -- Constellation Software Inc. (TSX: CSU) (the "Company") has announced a rights offering (the "Rights Offering") pursuant to which the Company will distribute rights (the "Rights") that will entitle holders of common shares ("Common Shares") of the Company (the "Shareholders") on the applicable record date to purchase up to C$100 million aggregate principal amount of unsecured subordinated floating rate debentures of the Company (the "Debentures"). The Company will not issue any Debentures unless a minimum C$50 million principal amount of Debentures will be issuable upon the exercise of Rights by the holders thereof.
The net proceeds of the Rights Offering are expected to be used by the Company to pay down indebtedness under its existing credit facility (the "Credit Facility").
Under the terms of the Rights Offering, Shareholders will receive one Right for each Common Share held. For every 21.192 Rights held, the holder of such Rights will be entitled to subscribe for C$100 principal amount of Debentures. The Rights and the Debentures will be qualified for distribution in each province and territory of Canada by way of a short form prospectus.
The Rights will be exercisable until 4:30 p.m. (Toronto time) (the "Expiry Time") on November 7, 2014 (the "Expiry Date") at a price of C$95.00 per C$100 principal amount of Debentures purchased. Rights not fully exercised prior to the Expiry Time on the Expiry Date will be void and of no further value.
The Debentures will have a maturity date of March 31, 2040 (the "Maturity Date"). The Debentures will be issuable only in denominations of C$100 and integral multiples thereof and, from and including the date of issue to but excluding March 31, 2015, will bear interest at a rate of 7.4% per annum (the "Initial Rate"). From and including March 31, 2015 to but excluding the Maturity Date, the interest rate applicable to the Debentures will be reset on an annual basis on March 31 of each year, at a rate equal to the annual average percentage change in the All-items Consumer Price Index during the 12 month period ending on December 31 in the prior year (which amount may be positive or negative) plus 6.5% (the "Floating Interest Rate"). Notwithstanding the foregoing, the interest rate applicable to the Debentures will not be less than 0%. Interest, if any, will be payable quarterly in arrears in equal instalments on March 31, June 30, September 30 and December 31 in each year, commencing on March 31, 2015. The first interest payment will include interest accrued from and including the date of the closing of the offering to, but excluding, March 31, 2015. The Initial Rate will only apply to the Debentures in respect of the first interest payment on March 31, 2015. Effective March 31, 2015, the interest rate payable on the Debentures will be based on the applicable Floating Interest Rate.
All payments in respect of the Debentures will be subordinated in right of payment to the prior payment in full of all senior indebtedness of the Company, which includes the Credit Facility.
The Company will not have the right to redeem the Debentures prior to March 31, 2015. On March 31 of each year beginning on March 31, 2015, the Debentures may be redeemed, in whole or in part, at the option of the Company on not more than five years and 15 days' and not less than five years' notice to holders of Debentures, at a price equal to the principal amount thereof plus accrued and unpaid interest up to but excluding the date fixed for redemption. For example, if the Company chooses to exercise its right to redeem the Debentures on March 31, 2015, the Company would be required to deliver notice of such redemption to holders of Debentures during the period beginning on March 16, 2015 and ending on March 31, 2015, and the effective date of redemption would be March 31, 2020. Given the foregoing, the first possible redemption date will be March 31, 2020.
Holders of Debentures will not have the right to require the Company to repurchase all or any portion of the Debentures prior to March 31, 2015. On March 31 of each year beginning on March 31, 2015, holders of Debentures may require the Company to repurchase (or may "put") the Debentures, in whole or in part, on not more than five years' and 15 days' and not less than five years' notice to the Company, at a price equal to the principal amount thereof plus accrued and unpaid interest up to but excluding the date fixed for repurchase. For example, if a holder of Debentures chooses to exercise its rights to have the Company repurchase such holder's Debentures on March 31, 2015, the holder would be required to deliver notice of such repurchase to the Company during the period beginning on March 16, 2015 and ending on March 31, 2015, and the effective date of repurchase would be March 31, 2020. Given the foregoing, the first possible repurchase date will be March 31, 2020.
The Company's ability to redeem or repurchase the Debentures will be subject to compliance with the terms of its senior indebtedness, including the Credit Facility, at the time of redemption or repurchase.
Further details regarding the Rights Offering can be found in the preliminary short form prospectus of the Company which has been filed on SEDAR at www.sedar.com.
Forward Looking Statements
The statements contained in this press release which are not historical facts are forward-looking statements, which involve risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Words such as "may", "will", "expect", "believe", "plan", "intend", "should", "anticipate" and other similar terminology are intended to identify forward-looking statements. These statements reflect current assumptions and expectations regarding future events and speak only as of the date of this press release. Forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to vary significantly from the results discussed in the forward-looking statements.
About Constellation Software Inc.
The Common Shares are listed on the TSX under the symbol "CSU". The Company acquires, manages and builds vertical market software businesses.
Two weeks ago (November 3-5), I attended the Cloud Expo Silicon Valley as a speaker, where I presented on the security and privacy due diligence requirements for cloud solutions. Cloud security is a topical issue for every CIO, CISO, and technology buyer. Decision-makers are always looking for insights on how to mitigate the security risks of implementing and using cloud solutions. Based on the presentation topics covered at the conference, as well as the general discussions heard between sessi...
Nov. 24, 2015 04:30 PM EST Reads: 279
In his General Session at DevOps Summit, Asaf Yigal, Co-Founder & VP of Product at Logz.io, explored the value of Kibana 4 for log analysis and provided a hands-on tutorial on how to set up Kibana 4 and get the most out of Apache log files. He examined three use cases: IT operations, business intelligence, and security and compliance. Asaf Yigal is co-founder and VP of Product at log analytics software company Logz.io. In the past, he was co-founder of social-trading platform Currensee, which...
Nov. 24, 2015 03:45 PM EST
Discussions of cloud computing have evolved in recent years from a focus on specific types of cloud, to a world of hybrid cloud, and to a world dominated by the APIs that make today's multi-cloud environments and hybrid clouds possible. In this Power Panel at 17th Cloud Expo, moderated by Conference Chair Roger Strukhoff, panelists addressed the importance of customers being able to use the specific technologies they need, through environments and ecosystems that expose their APIs to make true ...
Nov. 24, 2015 03:30 PM EST Reads: 458
The buzz continues for cloud, data analytics and the Internet of Things (IoT) and their collective impact across all industries. But a new conversation is emerging - how do companies use industry disruption and technology enablers to lead in markets undergoing change, uncertainty and ambiguity? Organizations of all sizes need to evolve and transform, often under massive pressure, as industry lines blur and merge and traditional business models are assaulted and turned upside down. In this new da...
Nov. 24, 2015 03:30 PM EST Reads: 132
There are over 120 breakout sessions in all, with Keynotes, General Sessions, and Power Panels adding to three days of incredibly rich presentations and content. Join @ThingsExpo conference chair Roger Strukhoff (@IoT2040), June 7-9, 2016 in New York City, for three days of intense 'Internet of Things' discussion and focus, including Big Data's indespensable role in IoT, Smart Grids and Industrial Internet of Things, Wearables and Consumer IoT, as well as (new) IoT's use in Vertical Markets.
Nov. 24, 2015 03:30 PM EST Reads: 506
In today's enterprise, digital transformation represents organizational change even more so than technology change, as customer preferences and behavior drive end-to-end transformation across lines of business as well as IT. To capitalize on the ubiquitous disruption driving this transformation, companies must be able to innovate at an increasingly rapid pace. Traditional approaches for driving innovation are now woefully inadequate for keeping up with the breadth of disruption and change facin...
Nov. 24, 2015 03:00 PM EST Reads: 402
Container technology is shaping the future of DevOps and it’s also changing the way organizations think about application development. With the rise of mobile applications in the enterprise, businesses are abandoning year-long development cycles and embracing technologies that enable rapid development and continuous deployment of apps. In his session at DevOps Summit, Kurt Collins, Developer Evangelist at Built.io, examined how Docker has evolved into a highly effective tool for application del...
Nov. 24, 2015 03:00 PM EST Reads: 281
SYS-CON Events announced today that Alert Logic, Inc., the leading provider of Security-as-a-Service solutions for the cloud, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Alert Logic, Inc., provides Security-as-a-Service for on-premises, cloud, and hybrid infrastructures, delivering deep security insight and continuous protection for customers at a lower cost than traditional security solutions. Ful...
Nov. 24, 2015 02:15 PM EST Reads: 256
The Internet of Things (IoT) is growing rapidly by extending current technologies, products and networks. By 2020, Cisco estimates there will be 50 billion connected devices. Gartner has forecast revenues of over $300 billion, just to IoT suppliers. Now is the time to figure out how you’ll make money – not just create innovative products. With hundreds of new products and companies jumping into the IoT fray every month, there’s no shortage of innovation. Despite this, McKinsey/VisionMobile data...
Nov. 24, 2015 02:00 PM EST Reads: 415
The cloud. Like a comic book superhero, there seems to be no problem it can’t fix or cost it can’t slash. Yet making the transition is not always easy and production environments are still largely on premise. Taking some practical and sensible steps to reduce risk can also help provide a basis for a successful cloud transition. A plethora of surveys from the likes of IDG and Gartner show that more than 70 percent of enterprises have deployed at least one or more cloud application or workload. Y...
Nov. 24, 2015 01:45 PM EST Reads: 404
As organizations realize the scope of the Internet of Things, gaining key insights from Big Data, through the use of advanced analytics, becomes crucial. However, IoT also creates the need for petabyte scale storage of data from millions of devices. A new type of Storage is required which seamlessly integrates robust data analytics with massive scale. These storage systems will act as “smart systems” provide in-place analytics that speed discovery and enable businesses to quickly derive meaningf...
Nov. 24, 2015 01:45 PM EST Reads: 332
Internet of @ThingsExpo, taking place June 7-9, 2016 at Javits Center, New York City and Nov 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with the 18th International @CloudExpo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world and ThingsExpo New York Call for Papers is now open.
Nov. 24, 2015 01:30 PM EST Reads: 485
We all know that data growth is exploding and storage budgets are shrinking. Instead of showing you charts on about how much data there is, in his General Session at 17th Cloud Expo, Scott Cleland, Senior Director of Product Marketing at HGST, showed how to capture all of your data in one place. After you have your data under control, you can then analyze it in one place, saving time and resources.
Nov. 24, 2015 01:30 PM EST
With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo 2016 in New York and Silicon Valley. Learn what is going on, contribute to the discussions, and ensure that your enterprise is as "IoT-Ready" as it can be! Internet of @ThingsExpo, taking place Nov 3-5, 2015, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 17th Cloud Expo and will feature technical sessions from a rock star conference faculty ...
Nov. 24, 2015 01:30 PM EST Reads: 479
We are rapidly moving to a brave new world of interconnected smart homes, cars, offices and factories known as the Internet of Things (IoT). Sensors and monitoring devices will touch every part of our lives. Let's take a closer look at the Internet of Things. The Internet of Things is a worldwide network of objects and devices connected to the Internet. They are electronics, sensors, software and more. These objects connect to the Internet and can be controlled remotely via apps and programs. ...
Nov. 24, 2015 01:15 PM EST Reads: 476