Exhibit 10.1
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "
Third
Amendment
") is entered into as of December
3, 2014, by and among Wells Fargo BANK, National association, a national banking association, as administrative agent ("
Agent
") for the Lenders (as defined in the Credit Agreement referred to below), the Lenders party hereto, and PROS, INC., a Delaware corporation ("
Borrower
").
WHEREAS, Borrower, Agent, and Lenders are party to that certain Credit Agreement dated as of July 2, 2012 (as has been, and may hereafter be, amended, restated, modified or supplemented from time to time, the "
Credit Agreement
"); and
WHEREAS, Borrower has requested that Agent and Lenders amend the Credit Agreement in certain respects as set forth herein, and Agent and Lenders have agreed to the foregoing, on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:
1.
Defined Terms
. Unless otherwise defined herein, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement as amended hereby.
2.
Amendments to Credit Agreement
. In reliance upon the representations and warranties of Borrower set forth in
Section 6
below, and subject to the satisfaction of the conditions to effectiveness set forth in
Section 5
below, the Credit Agreement is hereby amended as follows:
(a)
Section 6.7 of the Credit Agreement is hereby amended to replace the first paragraph thereof in its entirety with the following:
6.7
Restricted Payments
.
Borrower will not, and will not permit Parent or any other Subsidiary of Parent to make any Restricted Payment;
provided
, that, so long as it is permitted by law, and so long as (i) except with respect to clauses (d), (f), (g), (h), (i), and (j) below, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) except with respect to clauses (d), (f), (g), (h), (i), and (j) below, Liquidity equals or exceeds $15,000,000 (and, with respect to clause (e) below, Liquidity equals or exceeds $20,000,000) after giving effect to the making of such Restricted Payment, (iii) except with respect to clauses (f), (g), (h), (i), and (j) below, Parent and its Subsidiaries would have been in compliance with the financial covenants in
Section 7
for the 12 month period ended immediately prior to the date of such proposed Restricted Payment as if a Financial Covenant Period was in effect, (iv) with respect to clause (f) below, no Default or Event of Default pursuant to
Sections 8.4
and
8.5
shall have occurred and be continuing or would result therefrom, and (v) with respect to clause (g) below, no Default or Event of Default pursuant to
Sections 8.1
,
8.2(a)(iii)
,
8.4
, and
8.5
shall have occurred and be continuing or would result therefrom:
(b)
Section 6.7 of the Credit Agreement is further amended to (1) delete the "and" at the end of clause (d) thereof, (2) replace the period at the end of clause (e) thereof with a semicolon, and (3) insert the following new clauses (f), (g), (h), (i), and (j) immediately after clause (e) thereof:
(f) Borrower may make cash distributions to Parent in amounts necessary for Parent to reasonably concurrently make, and Parent may make cash interest payments when and as required by the terms of the Senior Notes Debt and the Senior Notes Documents;
(g) Borrower may make cash distributions to Parent in amounts necessary for Parent to reasonably concurrently make, and Parent may make, payments of principal or cash settlement payments as required by the terms of the Senior Notes Debt and the Senior Notes Documents, in each case upon conversion of the Senior Notes Debt;
(h) Borrower may make cash distributions to Parent in amounts necessary for Parent to reasonably concurrently make, and Parent may make, payments of principal on the Senior Notes Debt as required by the terms of the Senior Notes Debt and the Senior Notes Documents, upon acceleration, required repurchase, or at maturity of such Senior Notes Debt;
(i) Borrower may make cash distributions to Parent in amounts necessary for Parent to reasonably concurrently make, and Parent may make, cash payments when and as required by the terms of the Convertible Bond Hedge Transactions, the Convertible Bond Hedge Documents; the Warrant Transactions, and the Warrant Transaction Documents; and
(j) Parent may make payments of premium under the Convertible Bond Hedge Transactions;
provided
, that such payments are funded in their entirety by proceeds received by Parent pursuant to the Senior Notes Documents and the Warrant Transaction Documents.
(c)
Section 6.12 of the Credit Agreement is amended and restated in its entirety as follows:
6.12.
Limitation on Issuance of Equity Interests
. Except for the issuance or sale of Qualified Equity Interests, the Senior Notes Debt and the Warrant Transactions by Parent, Borrower will not, and will not permit Parent or any other Subsidiary of Parent to issue or sell or enter into any agreement or arrangement for the issuance or sale of any of its Equity Interests.
(d)
Section 6.13 of the Credit Agreement is amended and restated in its entirety as follows:
6.13.
Parent as a Holding Company
. Borrower will not permit Parent to incur any liabilities (other than liabilities arising under the Senior Notes Documents, the Convertible Bond Hedge Documents, the Warrant Transaction Documents and the Loan Documents to which it is a party), own or acquire any assets (other than (i) the Equity Interests the Borrower or of any Loan Party or any other Subsidiary (provided that Borrower has complied with Section 5.11 with respect to each such Subsidiary) acquired in connection with the consummation of Permitted Acquisitions, (ii) proceeds of issuances of Equity Interests to the extent such issuances are permitted under this Agreement, (iii) proceeds of Restricted Payments received from Subsidiaries and permitted under this Agreement, so long as the proceeds of any such Restricted Payment are used substantially concurrently by Parent for such permitted purpose or (iv) its rights under the Convertible Bond Hedge Documents) or engage itself in any operations or business, except in connection with its ownership of
Borrower, its rights and obligations under the Loan Documents, its rights and obligations under each of the Senior Notes Documents, the Convertible Bond Hedge Documents and the Warrant Transaction Documents, and its operations as a holding company to the extent such operations are expressly permitted to be engaged in by Parent under this Agreement.
(e)
Article 8 of the Credit Agreement is hereby amended to (1) delete the "or" at the end of Section 8.10 thereof, (2) delete the period at the end of Section 8.11 thereof and insert "; or" in its place, and (3) insert a new Section 8.12 therein immediately following Section 8.11 thereof as follows:
8.12.
Senior Notes Debt; Convertible Bond Hedge Transactions; Warrant Transactions
.
(a) If at any time the difference between (i) the sum of (1) Liquidity plus (2) Parent's unrestricted cash and Cash Equivalents minus (ii) the aggregate amount of all outstanding obligations of Parent then due and payable in cash by Parent in respect of the Senior Notes Debt and the Senior Notes Documents fails to equal at least $20,000,000;
(b) If at any time the difference between (i) the sum of (1) Liquidity plus (2) Parent's unrestricted cash and Cash Equivalents minus (ii) the aggregate amount of all outstanding obligations of Parent then due and payable in cash in respect of the Convertible Bond Hedge Transactions and the Convertible Bond Hedge Documents (including, in each case, outstanding obligations of Parent then due and payable in cash in respect of a termination thereof) fails to equal at least $20,000,000; or
(c) If at any time the difference between (i) the sum of (1) Liquidity plus (2) Parent's unrestricted cash and Cash Equivalents minus (ii) the aggregate amount of all outstanding obligations of Parent then due and payable in cash in respect of the Warrant Transactions and the Warrant Transaction Documents (including, in each case, outstanding obligations of Parent then due and payable in cash in respect of a termination thereof) fails to equal at least $20,000,000.
(f)
Schedule 1.1 of the Credit Agreement is hereby amended to add the following defined terms in the appropriate alphabetical order:
"
Convertible Bond Hedge Documents
" means one or more convertible bond hedge confirmation agreements by and between Parent and the option counterparties party thereto and dated on or about the date or dates of issuance of the Senior Note Debt, and all other agreements, instruments and documents relating thereto.
"
Convertible Bond Hedge Transactions
" means the transactions evidenced by the Convertible Note Hedge Documents.
"
Indenture
" means that certain Indenture dated on or before December 19, 2014 by and between Senior Notes Trustee and the Parent.
"
Senior Notes
" means the convertible senior notes issued pursuant to the Senior Notes Documents and evidencing the Senior Notes Debt.
"
Senior Notes Debt
" means the convertible Indebtedness issued on or before December 19, 2014 pursuant to the Indenture in an original principal amount of up to
$125,000,000 and an additional principal amount of up to $18,750,000 issued on or before January 18, 2015 pursuant to the exercise of an option granted to the note purchasers identified in the Senior Notes Documents, in each case issued by Parent and evidenced by the Senior Notes Documents.
"
Senior Notes Documents
" means the Indenture and all other agreements, instruments and documents relating thereto.
"
Senior Notes Trustee
" means Wilmington Trust, National Association.
"
Third Amendment
" means that certain Third Amendment to Credit Agreement dated as of the Third Amendment Closing Date among the Borrower, Agent, and the Lenders party thereto.
"
Third Amendment Closing Date
" means December 3, 2014.
"
Warrant Transaction Documents
" means one or more warrant transaction confirmation agreements by and between Parent and the option counterparties party thereto and dated on or about the date or dates of issuance of the Senior Note Debt, and all other agreements, instruments and documents relating thereto.
"
Warrant Transactions
" means the transactions evidenced by the Warrant Transaction Documents.
(g)
The definition of "Permitted Indebtedness" set forth in Schedule 1.1 of the Credit Agreement is hereby amended to (1) delete the "and" at the end of clause (u) thereof, (2) redesignate clause (v) thereof as clause (w), and (3) insert a new clause (v) therein immediately following clause (u) thereof as follows:
(v) Indebtedness of Parent consisting of each of the Senior Notes Debt, the Convertible Bond Hedge Transactions and the Warrant Transactions; and
(h)
The definition of "Permitted Investments" set forth in Schedule 1.1 of the Credit Agreement is hereby amended to (1) redesignate clause (q) thereof as clause (r) and (2) insert a new clause (q) therein immediately following clause (p) thereof as follows:
(q) Investments of Parent resulting from entering into the Convertible Bond Hedge Documents; and
(i)
Schedule P-2 of the Credit Agreement is hereby amended to replace the reference to "clause (v)" with a reference to "clause (w)".
(j)
Schedule 4.14 of the Credit Agreement is hereby amended to replace the reference in clause (b) to "clause (v)" with a reference to "clause (w)".
3.
Continuing Effect
. Except as expressly set forth in
Section 2
of this Third Amendment, nothing in this Third Amendment shall constitute a modification or alteration of the terms, conditions or covenants of the Credit Agreement or any other Loan Document, or a waiver of any other terms or provisions thereof, and the Credit Agreement and the other Loan Documents shall remain unchanged and shall continue in full force and effect, in each case as amended hereby.
4.
Reaffirmation and Confirmation; Additional Covenant
.
(a)
Borrower hereby ratifies, affirms, acknowledges and agrees that the Credit Agreement and the other Loan Documents to which it is a party represent the valid, enforceable and collectible obligations of Borrower, and further acknowledges that there are no existing claims, defenses, personal or otherwise, or rights of setoff whatsoever with respect to the Credit Agreement or any other Loan Document. Borrower hereby agrees that this Third Amendment in no way acts as a release or relinquishment of the Liens and rights securing payments of the Obligations. The Liens and rights securing payment of the Obligations are hereby ratified and confirmed by Borrower in all respects.
(b)
The Borrower hereby agrees to deliver complete copies of the Senior Notes Documents (which shall be in form and substance satisfactory to the Agent and shall include all exhibits, schedules and disclosure letters referred to therein or delivered pursuant thereto, if any) and all written amendments thereto, written waivers relating thereto and other side letters or written agreements affecting the terms thereof to the Agent within five (5) business days after the effective date of such Senior Notes Documents. The Borrower acknowledges that each Senior Notes Document will constitute a valid and binding obligation of the Parent and each other Loan Party party to the Senior Notes Documents and further agrees that none of the execution, delivery or performance of the Senior Notes Documents will (a) conflict with or result in a breach of any of the provisions of; (b) constitute a default under; (c) result in the violation of; (d) give any third party the right to terminate, modify, cancel or to accelerate any obligations under; or (e) require any authorization, consent, approval, execution or other action by a notice to any governmental authority under any material agreement to which the Borrower, the Parent, or any Loan Party is bound or affected, the Borrower's, the Parent's, or any Loan Party's respective organizational documents or any statute regulation, rule, judgment, governmental order, decree or other restriction of any governmental authority to which the Borrower, the Parent, or any Loan Party is subject. Any failure of the Borrower to satisfy the requirements set forth in this Section 4(b) within the time period specified herein shall constitute an immediate Event of Default under the Credit Agreement.
5.
Conditions to Effectiveness
. This Third Amendment shall become effective upon the satisfaction of each of the following conditions precedent:
(a)
Agent shall have received a copy of this Third Amendment executed and delivered by Agent, Required Lenders and Borrower;
(b)
Agent shall have received such documents, agreements and instruments as may be reasonably required by Agent in connection with this Third Amendment, each in form and substance reasonably satisfactory to Agent;
(c)
Agent shall have received a certified calculation (1) demonstrating in reasonable detail that Parent had a Fixed Charge Coverage Ratio of not less than 1.50:1.00 as of the four fiscal quarter period most recently ended prior to the date hereof calculated on a pro forma basis after giving effect to the incurrence of the Senior Notes Debt and (2) demonstrating in reasonable detail that Parent will have a Fixed Charge Coverage Ratio of not less than 1.50:1.00 for each of the four fiscal quarter periods ending during the one year period following the incurrence of the Senior Notes Debt (giving effect to the incurrence of such Senior Notes Debt), each such calculation to be reasonably acceptable to Agent; and
(d)
no Default or Event of Default shall have occurred and be continuing on the date hereof or as of the date of the effectiveness of this Third Amendment.
6.
Representations and Warranties
. In order to induce Agent and Lenders to enter into this Third Amendment, Borrower hereby represents and warrants to Agent and Lenders that:
(a)
after giving effect to this Third Amendment, all representations and warranties contained in the Loan Documents to which Borrower is a party are true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of this Third Amendment, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of such earlier date);
(b)
no Default or Event of Default has occurred and is continuing; and
(c)
this Third Amendment and the Loan Documents, as amended hereby, constitute legal, valid and binding obligations of Borrower and are enforceable against Borrower in accordance with their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally.
7.
Miscellaneous
.
(a)
Expenses
. Borrower agrees to pay on demand all reasonable documented out-of-pocket costs and expenses of Agent (including reasonable documented attorneys' fees) incurred in connection with the preparation, negotiation, execution, delivery and administration of this Third Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith. All obligations provided herein shall survive any termination of this Third Amendment and the Credit Agreement as amended hereby.
(b)
Choice of Law and Venue; Jury Trial Waiver; Reference Provision
. Without limiting the applicability of any other provision of the Credit Agreement or any other Loan Document, the terms and provisions set forth in Section 12 of the Credit Agreement are expressly incorporated herein by reference.
(c)
Counterparts
. This Third Amendment may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Third Amendment.
8.
Release
.
(a)
In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of Borrower and Parent, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the "
Releasees
" and individually as a "
Releasee
"), of and from all demands, actions, causes of action, suits, controversies, damages and any and all other claims, counterclaims, defenses, rights of set‑off, demands and liabilities whatsoever (individually,
a "
Claim
" and collectively, "
Claims
") of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which Borrower, Parent, or any of their respective successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Third Amendment for or on account of, or in relation to, or in any way in connection with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto.
(b)
Each of Borrower and Parent understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(c)
Each of Borrower and Parent agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above.
(
Signature page follows.
)
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be executed by their respective officers thereunto duly authorized and delivered as of the date first above written.
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PROS, INC.
, a Delaware corporation
By:
/s/ Andres Reiner
Title:
President and CEO
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WELLS FARGO BANK, NATIONAL ASSOCIATION
, as Agent and sole Lender
By:
/s/ Nichol Shuart
Title:
Director
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CONSENT AND REAFFIRMATION
The undersigned hereby (i) acknowledges receipt of a copy of the foregoing Third Amendment to Credit Agreement (terms defined therein and used, but not otherwise defined, herein shall have the meanings assigned to them therein); (ii) consents to Borrower's execution and delivery thereof; (iii) agrees to be bound by the terms of the Third Amendment, including
Section 8
thereof; and (iv) affirms that nothing contained therein shall modify in any respect whatsoever any Loan Document to which the undersigned is a party and reaffirms that each such Loan Document is and shall continue to remain in full force and effect. Although the undersigned has been informed of the matters set forth herein and has acknowledged and agreed to same, the undersigned understands that Agent and Lenders have no obligation to inform the undersigned of such matters in the future or to seek the undersigned's acknowledgment or agreement to future consents, amendments or waivers, and nothing herein shall create such a duty.
IN WITNESS WHEREOF, the undersigned has executed this Consent and Reaffirmation on and as of the date of such Third Amendment.
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PROS HOLDINGS, INC.
, a Delaware corporation
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By:
/s/ Andres Reiner
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Title:
President and CEO
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Exhibit 99.1
PROS Holdings, Inc. Announces Pricing of
Private Offering of $125 Million of Convertible Senior Notes due 2019
HOUSTON, December 5, 2014 -
PROS Holdings, Inc. (NYSE: PRO) (the “Company”) today announced the pricing of its $125 million aggregate principal amount of convertible senior notes due 2019 (the “Convertible Notes”). The Convertible Notes are being offered in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company granted an option to the initial purchasers to purchase up to an additional $18.75 million aggregate principal amount of Convertible Notes.
The Convertible Notes will be unsecured, unsubordinated obligations of the Company and will pay interest semiannually at an annual rate of 2.00% and will be convertible into cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock, at the Company’s election, based on the applicable conversion rate at such time. The Convertible Notes have an initial conversion rate of 29.5972 shares of the Company’s common stock per $1,000 principal amount of Convertible Notes (which is equivalent to an initial conversion price of approximately $33.79 per share of the Company’s common stock), representing an initial conversion premium of approximately 30.0% above the closing price of $25.99 per share of the Company’s common stock on December 4, 2014. The conversion rate is subject to adjustment in certain circumstances, including in connection with specified fundamental changes. Holders of the Convertible Notes will have the right to require the Company to repurchase all or a portion of their notes upon the occurrence of a fundamental change (as defined in the indenture governing the Convertible Notes) at a purchase price of 100% of their principal amount plus any accrued and unpaid interest. The Convertible Notes will mature on December 1, 2019, unless repurchased or converted in accordance with their terms prior to such date. Prior to September 1, 2019, the Convertible Notes will be convertible only upon the satisfaction of certain conditions and during certain periods, and thereafter, at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date regardless of these conditions. The Company expects to close the offering on or about December 10, 2014, subject to the satisfaction of various customary closing conditions.
In connection with the offering, the Company entered into privately negotiated convertible note hedge transactions with the initial purchasers or their affiliates (in this capacity, the “option counterparties”). The convertible note hedge transactions cover, subject to anti-dilution adjustments, the number of shares of common stock underlying the Convertible Notes sold in the offering. The Company also entered into privately negotiated warrant transactions with the option counterparties whereby the Company sold to the option counterparties warrants to purchase up to the same number of shares of the Company’s common stock, subject to customary anti-dilution adjustments, with an initial strike price of approximately $45.48 per share, subject to certain adjustments, which is 75.0% higher than the closing price of the Company’s common stock on December 4, 2014. The warrants evidenced by the warrant transactions will be settled on a net share basis. If the initial purchasers exercise their option to purchase additional notes, the Company may enter into additional convertible note hedge transactions and additional warrant transactions with the option counterparties. The convertible note hedge transactions are generally expected to reduce potential dilution to the Company’s common stock upon conversion of the Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted notes, as the case may be. The warrant transactions will have a dilutive effect on the Company’s common stock to the extent that the market value per share of the Company’s common stock exceeds the strike price of the warrants.
The Company estimates that it will receive net proceeds from the offering of approximately $120.2 million (or approximately $138.3 million if the initial purchasers exercise their option to purchase additional notes in full). The Company intends to use $10.7 million of the net proceeds of the offering to pay the cost of the convertible note hedge transactions (after such cost is partially offset by the proceeds that it receives from the sale of warrants pursuant to the warrant transactions). The Company intends to use the remainder of the net proceeds from the offering for general corporate purposes, including working capital, capital expenditures, potential acquisitions and strategic transactions. If the initial purchasers exercise their option to purchase additional notes, the Company intends to use a portion of the
net proceeds to fund the cost of entering into additional convertible note hedge transactions. Any remaining net proceeds from the sale of additional notes will be used for general corporate purposes.
The Company has been advised that, in connection with establishing their initial hedge positions with respect to the convertible note hedge transactions and the warrant transactions, the option counterparties and/or their affiliates (i) expect to purchase shares of the Company’s common stock and/or enter into derivative transactions with respect to the Company’s common stock concurrently with, or shortly after, the pricing of the Convertible Notes and (ii) may modify their hedge positions by entering into or unwinding derivative transactions with respect to the Company’s common stock and/or purchasing or selling the Company’s common stock or other securities of the Company in secondary market transactions following the pricing of the Convertible Notes and prior to the maturity of the Convertible Notes. These activities could have the effect of increasing, or preventing a decline in, the market price of the Company’s common stock concurrently with, or shortly following, the pricing of the Convertible Notes. The effect, if any, of these activities, including the direction or magnitude, on the market price of the Company’s common stock will depend on a variety of factors, including market conditions, and cannot be ascertained at this time. In addition, the option counterparties and/or their affiliates may modify their hedge positions by entering into or unwinding derivative transactions with respect to the Company’s common stock and/or purchasing or selling the Company’s common stock or other of the Company’s securities in secondary market transactions following the pricing of the Convertible and prior to the maturity of the Convertible Notes. The effect, if any, of these activities on the market price of the Company’s common stock will depend on a variety of factors, including market conditions, and cannot be ascertained at this time. Any of these activities could, however, adversely affect the market price of the Company’s common stock.
This press release is neither an offer to sell nor a solicitation of an offer to buy the Convertible Notes or the shares of common stock issuable upon conversion of the Convertible Notes, if any, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
The Convertible Notes and the shares of common stock issuable upon conversion of the Convertible Notes, if any, have not been registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Forward-looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the planned offering, business strategies, market potential, future financial and operational performance and other matters. Words such as “anticipates,” “estimates,” “expects,” “projects,” “forecasts,” “intends,” “plans,” “will,” “believes” and words and terms of similar substance used in connection with any discussion of future operating or financial performance identify forward-looking statements. These forward-looking statements are based on management’s current expectations and beliefs about future events and are inherently susceptible to uncertainty and changes in circumstances. Except as required by law, the Company is under no obligation to, and expressly disclaim any obligation to, update or alter any forward-looking statements whether as a result of such changes, new information, subsequent events or otherwise. With respect to the planned offering, such uncertainties and circumstances include whether the Company will consummate the offering on the anticipated terms of the notes, if at all, and the use of the net proceeds from the offering; and whether the convertible note hedge and warrant transactions will become effective. Various factors could also adversely affect the Company’s operations, business or financial results in the future and cause the Company’s actual results to differ materially from those contained in the forward-looking statements, including those factors discussed in detail in the “Risk Factors” sections contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 (the “Annual Report”) and Quarterly Report on Form 10-Q for the three months ended September 30, 2014 (“Quarterly Report”), filed with the Securities and Exchange Commission. In addition, the Company operates in a highly competitive, rapidly changing and technology-driven industry. This industry is affected by government regulation, economic, strategic, political and social conditions, technological developments and, particularly in view of new technologies, the continued ability to protect intellectual property rights. The Company’s actual results could differ materially from management’s expectations because of changes in such factors. Achieving the Company’s business and financial objectives, including improved financial results and maintenance of a strong balance sheet and liquidity position, could be adversely affected by the factors discussed or referenced under the “Risk Factors” sections contained in the Annual Report and Quarterly Report as well as, among
other things: (1) changes in the Company’s plans, strategies and initiatives; (2) the Company’s ability to manage its anticipated growth, (3) stock price volatility; (4) future borrowing and restrictive covenants under the revolving credit facility; (5) the impact of acquisitions, dispositions and other similar transactions; (6) the Company’s ability to attract and retain key employees; and (7) the Company’s ability to attract and retain new and existing customers to its solutions.
# # #
Media Contact:
Yvonne Donaldson
ydonaldson@pros.com
713.335.5310
Investor Contact:
Staci Strauss-Mortenson
staci.mortenson@icrinc.com
203.682.8273
