|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.
SYS-CON Events announced today that SD Times | BZ Media has been named “Media Sponsor” of SYS-CON's 20th International Cloud Expo, which will take place on June 6–8, 2017, at the Javits Center in New York City, NY. BZ Media LLC is a high-tech media company that produces technical conferences and expositions, and publishes a magazine, newsletters and websites in the software development, SharePoint, mobile development and commercial UAV markets.
Feb. 20, 2017 07:00 AM EST Reads: 1,448
DevOps is being widely accepted (if not fully adopted) as essential in enterprise IT. But as Enterprise DevOps gains maturity, expands scope, and increases velocity, the need for data-driven decisions across teams becomes more acute. DevOps teams in any modern business must wrangle the ‘digital exhaust’ from the delivery toolchain, "pervasive" and "cognitive" computing, APIs and services, mobile devices and applications, the Internet of Things, and now even blockchain.
Feb. 20, 2017 06:45 AM EST Reads: 182
In the first article of this three-part series on hybrid cloud security, we discussed the Shared Responsibility Model and examined how the most common attack strategies persist, are amplified, or are mitigated as assets move from data centers to the cloud. Today, we’ll look at some of the unique security challenges that are introduced by public cloud environments. While cloud computing delivers many operational, cost-saving and security benefits, it takes place in a public, shared and on-demand ...
Feb. 20, 2017 06:30 AM EST Reads: 1,071
Both SaaS vendors and SaaS buyers are going “all-in” to hyperscale IaaS platforms such as AWS, which is disrupting the SaaS value proposition. Why should the enterprise SaaS consumer pay for the SaaS service if their data is resident in adjacent AWS S3 buckets? If both SaaS sellers and buyers are using the same cloud tools, automation and pay-per-transaction model offered by IaaS platforms, then why not host the “shrink-wrapped” software in the customers’ cloud? Further, serverless computing, cl...
Feb. 20, 2017 06:00 AM EST Reads: 1,627
The Software Defined Data Center (SDDC), which enables organizations to seamlessly run in a hybrid cloud model (public + private cloud), is here to stay. IDC estimates that the software-defined networking market will be valued at $3.7 billion by 2016. Security is a key component and benefit of the SDDC, and offers an opportunity to build security 'from the ground up' and weave it into the environment from day one. In his session at 16th Cloud Expo, Reuven Harrison, CTO and Co-Founder of Tufin, ...
Feb. 20, 2017 05:30 AM EST Reads: 4,579
Information technology (IT) advances are transforming the way we innovate in business, thereby disrupting the old guard and their predictable status-quo. It’s creating global market turbulence. Industries are converging, and new opportunities and threats are emerging, like never before. So, how are savvy chief information officers (CIOs) leading this transition? Back in 2015, the IBM Institute for Business Value conducted a market study that included the findings from over 1,800 CIO interviews ...
Feb. 20, 2017 05:15 AM EST Reads: 1,358
WebRTC is the future of browser-to-browser communications, and continues to make inroads into the traditional, difficult, plug-in web communications world. The 6th WebRTC Summit continues our tradition of delivering the latest and greatest presentations within the world of WebRTC. Topics include voice calling, video chat, P2P file sharing, and use cases that have already leveraged the power and convenience of WebRTC.
Feb. 20, 2017 05:15 AM EST Reads: 104
With the proliferation of both SQL and NoSQL databases, organizations can now target specific fit-for-purpose database tools for their different application needs regarding scalability, ease of use, ACID support, etc. Platform as a Service offerings make this even easier now, enabling developers to roll out their own database infrastructure in minutes with minimal management overhead. However, this same amount of flexibility also comes with the challenges of picking the right tool, on the right ...
Feb. 20, 2017 03:30 AM EST Reads: 6,149
“We're a global managed hosting provider. Our core customer set is a U.S.-based customer that is looking to go global,” explained Adam Rogers, Managing Director at ANEXIA, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Feb. 20, 2017 03:15 AM EST Reads: 1,339
In today's uber-connected, consumer-centric, cloud-enabled, insights-driven, multi-device, global world, the focus of solutions has shifted from the product that is sold to the person who is buying the product or service. Enterprises have rebranded their business around the consumers of their products. The buyer is the person and the focus is not on the offering. The person is connected through multiple devices, wearables, at home, on the road, and in multiple locations, sometimes simultaneously...
Feb. 20, 2017 02:00 AM EST Reads: 6,112
Security, data privacy, reliability and regulatory compliance are critical factors when evaluating whether to move business applications from in-house client hosted environments to a cloud platform. In her session at 18th Cloud Expo, Vandana Viswanathan, Associate Director at Cognizant, In this session, will provide an orientation to the five stages required to implement a cloud hosted solution validation strategy.
Feb. 20, 2017 02:00 AM EST Reads: 4,158
"We host and fully manage cloud data services, whether we store, the data, move the data, or run analytics on the data," stated Kamal Shannak, Senior Development Manager, Cloud Data Services, IBM, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Feb. 20, 2017 01:00 AM EST Reads: 5,216
China Unicom exhibit at the 19th International Cloud Expo, which took place at the Santa Clara Convention Center in Santa Clara, CA, in November 2016. China United Network Communications Group Co. Ltd ("China Unicom") was officially established in 2009 on the basis of the merger of former China Netcom and former China Unicom. China Unicom mainly operates a full range of telecommunications services including mobile broadband (GSM, WCDMA, LTE FDD, TD-LTE), fixed-line broadband, ICT, data communica...
Feb. 20, 2017 01:00 AM EST Reads: 834
All organizations that did not originate this moment have a pre-existing culture as well as legacy technology and processes that can be more or less amenable to DevOps implementation. That organizational culture is influenced by the personalities and management styles of Executive Management, the wider culture in which the organization is situated, and the personalities of key team members at all levels of the organization. This culture and entrenched interests usually throw a wrench in the work...
Feb. 20, 2017 12:45 AM EST Reads: 2,401
Zerto exhibited at SYS-CON's 18th International Cloud Expo®, which took place at the Javits Center in New York City, NY, in June 2016. Zerto is committed to keeping enterprise and cloud IT running 24/7 by providing innovative, simple, reliable and scalable business continuity software solutions. Through the Zerto Cloud Continuity Platform™, organizations can seamlessly move and protect virtualized workloads between public, private and hybrid clouds. The company’s flagship product, Zerto Virtual...
Feb. 20, 2017 12:15 AM EST Reads: 972