Q2 Holdings, Inc. (“Q2”) (NYSE: QTWO), a leading provider of digital
transformation solutions for banking and lending, today announced the
upsizing and pricing of its public offering of 2,637,986 shares of its
common stock at a price to the public of $69.50. The public offering
consists of 2,517,986 shares being offered by Q2 and 120,000 shares
being offered by a selling stockholder. In addition, the underwriters
have been granted a 30-day option to purchase up to 395,698 additional
shares from Q2. The offering was upsized from the previously announced
2,150,000 shares of common stock and is expected to close on June 10,
2019, subject to customary closing conditions.
J.P. Morgan, Morgan Stanley and Stifel are serving as joint book-running
managers for the offering with Craig-Hallum Capital Group, Needham &
Company, Raymond James and SunTrust Robinson Humphrey acting as
co-managers.
Q2 also announced today the upsizing and pricing of $275,000,000 of
0.75% Convertible Senior Notes due 2026 (the “Notes”) in a concurrent
private placement to qualified institutional buyers, in an offering
exempt from registration under the Securities Act of 1933, as amended.
The principal amount of the Notes will total $316,250,000 if the initial
purchasers in the offering of Notes exercise in full their 13-day option
to purchase additional Notes. The private placement of Notes was upsized
from the previously announced $200,000,000 principal amount and is
expected to settle on June 10, 2019, subject to customary closing
conditions. The public offering of common stock is not contingent upon
the consummation of the concurrent private placement of Notes, and the
concurrent private placement of Notes is not contingent upon the
consummation of the public offering of common stock.
Q2 intends to use the net proceeds it receives from the public offering
of common stock, together with the net proceeds from the private
placement of Notes, for general corporate purposes, including working
capital, capital expenditures, potential acquisitions and strategic
transactions; however, Q2 has not designated any specific uses and has
no current agreements with respect to any material acquisition or
strategic transactions. Q2 will not receive any proceeds from the sale
of shares of common stock by the selling stockholder.
A registration statement relating to the offering of common stock was
filed with the Securities and Exchange Commission on June 4, 2019 and is
effective. The offering of common stock will be made only by means of a
prospectus supplement and accompanying prospectus. Copies of the final
prospectus supplement, when available, and the accompanying prospectus
may be obtained from: J.P. Morgan Securities LLC, c/o: Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717,
or by telephone at (866) 803-9204; Morgan Stanley & Co. LLC, Attention:
Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014;
or Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One
Montgomery Street, Suite 3700, San Francisco, CA 94104, or by telephone
at (415) 364-2720.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
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. 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 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, Q2 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 Q2 will consummate the public offering
of common stock and the concurrent private placement of Notes, and the
use of the net proceeds from the offering of common stock and concurrent
private placement of Notes. Various factors could also adversely affect
Q2’s operations, business or financial results in the future and cause
Q2’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 Q2’s Annual Report on Form
10-K for the year ended December 31, 2018 filed with the Securities and
Exchange Commission and available on the SEC Filings section of the
Investor Services section of Q2’s website at http://investors.q2ebanking.com.
About Q2 Holdings, Inc.
Q2, a financial experience company headquartered in Austin, Texas,
builds stronger communities by strengthening the financial institutions
that serve them. We empower banks, credit unions and other financial
services providers to be the ever-present companion on an account
holder’s financial journey—helping our customers unlock new
opportunities, grow their businesses and improve efficiencies. To learn
more about Q2, visit www.q2ebanking.com.
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