Welcome!

Cloud Expo Authors: Brian Lavallée, Yeshim Deniz, Roger Strukhoff, Jason Bloomberg, Elizabeth White

News Feed Item

Bottomline Technologies Prices Upsized Offering of $165 Million of Convertible Senior Notes

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 protected].

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.

More Stories By Business Wire

Copyright © 2009 Business Wire. All rights reserved. Republication or redistribution of Business Wire content is expressly prohibited without the prior written consent of Business Wire. Business Wire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Cloud Expo Latest Stories
Hardware will never be more valuable than on the day it hits your loading dock. Each day new servers are not deployed to production the business is losing money. While Moore’s Law is typically cited to explain the exponential density growth of chips, a critical consequence of this is rapid depreciation of servers. The hardware for clustered systems (e.g., Hadoop, OpenStack) tends to be significant capital expenses. In his session at 15th Cloud Expo, Mason Katz, CTO and co-founder of StackIQ, to discuss how infrastructure teams should be aware of the capitalization and depreciation model of these expenses to fully understand when and where automation is critical.
Over the last few years the healthcare ecosystem has revolved around innovations in Electronic Health Record (HER) based systems. This evolution has helped us achieve much desired interoperability. Now the focus is shifting to other equally important aspects – scalability and performance. While applying cloud computing environments to the EHR systems, a special consideration needs to be given to the cloud enablement of Veterans Health Information Systems and Technology Architecture (VistA), i.e., the largest single medical system in the United States.
In his session at 15th Cloud Expo, Mark Hinkle, Senior Director, Open Source Solutions at Citrix Systems Inc., will provide overview of the open source software that can be used to deploy and manage a cloud computing environment. He will include information on storage, networking(e.g., OpenDaylight) and compute virtualization (Xen, KVM, LXC) and the orchestration(Apache CloudStack, OpenStack) of the three to build their own cloud services. Speaker Bio: Mark Hinkle is the Senior Director, Open Source Solutions, at Citrix Systems Inc. He joined Citrix as a result of their July 2011 acquisition of Cloud.com where he was their Vice President of Community. He is currently responsible for Citrix open source efforts around the open source cloud computing platform, Apache CloudStack and the Xen Hypervisor. Previously he was the VP of Community at Zenoss Inc., a producer of the open source application, server, and network management software, where he grew the Zenoss Core project to over 10...
Most of today’s hardware manufacturers are building servers with at least one SATA Port, but not every systems engineer utilizes them. This is considered a loss in the game of maximizing potential storage space in a fixed unit. The SATADOM Series was created by Innodisk as a high-performance, small form factor boot drive with low power consumption to be plugged into the unused SATA port on your server board as an alternative to hard drive or USB boot-up. Built for 1U systems, this powerful device is smaller than a one dollar coin, and frees up otherwise dead space on your motherboard. To meet the requirements of tomorrow’s cloud hardware, Innodisk invested internal R&D resources to develop our SATA III series of products. The SATA III SATADOM boasts 500/180MBs R/W Speeds respectively, or double R/W Speed of SATA II products.
14th International Cloud Expo, held on June 10–12, 2014 at the Javits Center in New York City, featured three content-packed days with a rich array of sessions about the business and technical value of cloud computing, Internet of Things, Big Data, and DevOps led by exceptional speakers from every sector of the IT ecosystem. The Cloud Expo series is the fastest-growing Enterprise IT event in the past 10 years, devoted to every aspect of delivering massively scalable enterprise IT as a service.
As more applications and services move "to the cloud" (public or on-premise) cloud environments are increasingly adopting and building out traditional enterprise features. This in turn is enabling and encouraging cloud adoption from enterprise users. In many ways the definition is blurring as features like continuous operation, geo-distribution or on-demand capacity become the norm. NuoDB is involved in both building enterprise software and using enterprise cloud capabilities. In his session at 15th Cloud Expo, Seth Proctor, CTO at NuoDB, Inc., will discuss the experiences from building, deploying and using enterprise services and suggest some ways to approach moving enterprise applications into a cloud model.
Until recently, many organizations required specialized departments to perform mapping and geospatial analysis, and they used Esri on-premise solutions for that work. In his session at 15th Cloud Expo, Dave Peters, author of the Esri Press book Building a GIS, System Architecture Design Strategies for Managers, will discuss how Esri has successfully included the cloud as a fully integrated SaaS expansion of the ArcGIS mapping platform. Organizations that have incorporated Esri cloud-based applications and content within their business models are reaping huge benefits by directly leveraging cloud-based mapping and analysis capabilities within their existing enterprise investments. The ArcGIS mapping platform includes cloud-based content management and information resources to more widely, efficiently, and affordably deliver real-time actionable information and analysis capabilities to your organization.
Almost everyone sees the potential of Internet of Things but how can businesses truly unlock that potential. The key will be in the ability to discover business insight in the midst of an ocean of Big Data generated from billions of embedded devices via Systems of Discover. Businesses will also need to ensure that they can sustain that insight by leveraging the cloud for global reach, scale and elasticity. In his session at Internet of @ThingsExpo, Mac Devine, Distinguished Engineer at IBM, will discuss bringing these three elements together via Systems of Discover.
Cloud and Big Data present unique dilemmas: embracing the benefits of these new technologies while maintaining the security of your organization’s assets. When an outside party owns, controls and manages your infrastructure and computational resources, how can you be assured that sensitive data remains private and secure? How do you best protect data in mixed use cloud and big data infrastructure sets? Can you still satisfy the full range of reporting, compliance and regulatory requirements? In his session at 15th Cloud Expo, Derek Tumulak, Vice President of Product Management at Vormetric, will discuss how to address data security in cloud and Big Data environments so that your organization isn’t next week’s data breach headline.
The cloud is everywhere and growing, and with it SaaS has become an accepted means for software delivery. SaaS is more than just a technology, it is a thriving business model estimated to be worth around $53 billion dollars by 2015, according to IDC. The question is – how do you build and scale a profitable SaaS business model? In his session at 15th Cloud Expo, Jason Cumberland, Vice President, SaaS Solutions at Dimension Data, will give the audience an understanding of common mistakes businesses make when transitioning to SaaS; how to avoid them; and how to build a profitable and scalable SaaS business.
SYS-CON Events announced today that Gridstore™, the leader in software-defined storage (SDS) purpose-built for Windows Servers and Hyper-V, will exhibit at SYS-CON's 15th International Cloud Expo®, which will take place on November 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA. Gridstore™ is the leader in software-defined storage purpose built for virtualization that is designed to accelerate applications in virtualized environments. Using its patented Server-Side Virtual Controller™ Technology (SVCT) to eliminate the I/O blender effect and accelerate applications Gridstore delivers vmOptimized™ Storage that self-optimizes to each application or VM across both virtual and physical environments. Leveraging a grid architecture, Gridstore delivers the first end-to-end storage QoS to ensure the most important App or VM performance is never compromised. The storage grid, that uses Gridstore’s performance optimized nodes or capacity optimized nodes, starts with as few a...
SYS-CON Events announced today that Solgenia, the global market leader in Cloud Collaboration and Cloud Infrastructure software solutions, will exhibit at SYS-CON's 15th International Cloud Expo®, which will take place on November 4–6, 2014, at the Santa Clara Convention Center in Santa Clara, CA. Solgenia is the global market leader in Cloud Collaboration and Cloud Infrastructure software solutions. Designed to “Bridge the Gap” between personal and professional social, mobile and cloud user experiences, our solutions help large and medium-sized organizations dramatically improve productivity, reduce collaboration costs, and increase the overall enterprise value by bringing collaboration and infrastructure solutions to the cloud.
Cloud computing started a technology revolution; now DevOps is driving that revolution forward. By enabling new approaches to service delivery, cloud and DevOps together are delivering even greater speed, agility, and efficiency. No wonder leading innovators are adopting DevOps and cloud together! In his session at DevOps Summit, Andi Mann, Vice President of Strategic Solutions at CA Technologies, will explore the synergies in these two approaches, with practical tips, techniques, research data, war stories, case studies, and recommendations.
Enterprises require the performance, agility and on-demand access of the public cloud, and the management, security and compatibility of the private cloud. The solution? In his session at 15th Cloud Expo, Simone Brunozzi, VP and Chief Technologist(global role) for VMware, will explore how to unlock the power of the hybrid cloud and the steps to get there. He'll discuss the challenges that conventional approaches to both public and private cloud computing, and outline the tough decisions that must be made to accelerate the journey to the hybrid cloud. As part of the transition, an Infrastructure-as-a-Service model will enable enterprise IT to build services beyond their data center while owning what gets moved, when to move it, and for how long. IT can then move forward on what matters most to the organization that it supports – availability, agility and efficiency.
Every healthy ecosystem is diverse. This is especially true in cloud ecosystems, where portability and interoperability are more important than old enterprise models of proprietary ownership. In his session at 15th Cloud Expo, Mark Baker, Server Product Manager at Canonical/Ubuntu, will discuss how single vendors used to take the lead in creating and delivering technology, but in a cloud economy, where users want tools of their preference, when and where they need them, it makes no sense.