Envestnet, Inc. (NYSE: ENV), a provider of intelligent systems for wealth management and financial wellness, announced on Monday it proposes to offer $450 million aggregate principal amount of convertible notes due 2025 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, subject to market conditions and other factors.
Envestnet further explained the Notes will be general unsecured obligations, subordinated in right of payment to the Company’s obligations under its revolving credit facility. Interest will be payable semiannually. Upon conversion, the Notes may be settled, at Envestnet’s election, in cash, shares of Envestnet’s common stock, or a combination of cash and shares of the company’s common stock.
“The Notes will only be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act. Neither the Notes nor the shares of the Company’s common stock into which the Notes are convertible have been, or will be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from such registration requirements.”
Envestnet then added that it also expects to grant to the initial purchasers of the Notes an option to purchase for settlement within a 13-day period up to an additional $67.5 million aggregate principal amount of Notes.