Azurite Intermediate Holdings, Inc. Announces Termination of Tender Offer and Consent Solicitation and Commencement of Change of Control Offer

SANTA MONICA, Calif., March 28, 2024 /PRNewswire/ -- Azurite Intermediate Holdings, Inc. (the "Offeror") announced today that it has terminated its previously announced cash tender offer (the "Tender Offer") and consent solicitation (together with the Tender Offer, the "Tender Offer and Consent Solicitation") to purchase for cash any and all of the outstanding 8.750% Senior Notes due 2028 (the "Notes") of Alteryx, Inc., a Delaware corporation ("Alteryx" or the "Issuer"), from the holders thereof (the "Holders").  None of the Notes were accepted for purchase or purchased in the Tender Offer and all Notes previously tendered and not withdrawn will be promptly returned to their respective tendering Holders. Concurrently, Alteryx has commenced an offer to purchase for cash all of the Notes at a purchase price equal to 101% of the aggregate principal amount (the "Change of Control Purchase Price") of the Notes repurchased, plus accrued and unpaid interest to, but excluding, the date of purchase (the "Change of Control Offer"), pursuant to Section 4.08 of the Indenture.  Capitalized terms used but not defined herein have the mean.q0ings ascribed to them in the Offeror's Change of Control Notice and Offer to Purchase, dated March 28, 2024 (the "Statement").

On March 19, 2024, pursuant to the Merger Agreement, Merger Sub merged with and into Alteryx (the "Merger"), with Alteryx surviving the Merger and becoming a wholly owned subsidiary of the Offeror. The consummation of the Merger constitutes a "Change of Control" under the current terms of the Indenture.  Following the occurrence of a Change of Control and a "Ratings Event" (as defined in the Indenture) (the occurrence of both a Change of Control and a Ratings Event, a "Change of Control Triggering Event"), Section 4.08 of the Indenture requires the Issuer to make an offer to purchase for cash all of the outstanding Notes validly tendered by any Holder upon the terms described in the Indenture.  Notwithstanding this requirement, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditioned upon such Change of Control Triggering Event.

The Change of Control Offer will expire at 5:00 p.m., New York City time, on April 25, 2024, unless extended or earlier terminated (the "Expiration Time"). The Change of Control Offer is being made in connection with the Merger and is expressly conditioned upon the occurrence of a Change of Control Triggering Event on or prior to the Purchase Date. The Offeror intends to have the Purchase Date promptly follow the Expiration Time and to extend the Expiration Time until such time that a Change of Control Triggering Event occurs. The Change of Control Offer is not conditioned upon the tender of a minimum principal amount of the Notes and is being made solely by Alteryx.

The complete terms and conditions of the Change of Control Offer are described in the Statement, copies of which may be obtained at no charge from D.F. King.  Alteryx reserves the right to amend the terms of the Change of Control Offer, to further extend the Expiration Time for the Change of Control Offer or to waive any and all conditions to the Change of Control Offer, in its sole discretion, at any time.

Requests for documents relating to the Change of Control Offer may be directed to D.F. King & Co, Inc., the Information, Tender and Tabulation Agent, toll free at (866) 342-4884, toll at (212) 269-5550 (Banks and Brokers) or via email at [email protected]. 

This press release is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell, or a solicitation of consents with respect to, any security.  No offer, solicitation or purchase will be made in any jurisdiction in which such an offer, solicitation or purchase would be unlawful.  The Change of Control Offer is being made solely by the Statement.  The full details of the Change of Control Offer, including complete instructions on how to tender the Notes, are included in the Statement.  Holders of the Notes are strongly encouraged to carefully read the Statement because it contains important information.

Cautionary Statement Regarding Forward-Looking Statements

Statements made in this press release that are not historical facts constitute "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the rules, regulations and releases of the Securities and Exchange Commission (the "SEC"). These forward-looking statements are subject to risks and uncertainties, and actual results might differ materially from those discussed in, or implied by, the forward-looking statements. Such forward- looking statements include statements regarding future results of operations and financial position, business strategy and plans, objectives for future operations, expectations for Alteryx following the closing of the Merger, future opportunities for Alteryx, any other statements regarding anticipated economic activity, business levels, credit ratings, future earnings, planned activities, anticipated growth, market opportunities, strategies and plans, competition and other expectations and estimates for future periods, and other statements that are not historical facts. Forward-looking statements made in this press release are based on the current beliefs and expectations of the management of the Offeror or Alteryx with respect to Alteryx and the Merger and are subject to significant risks and uncertainties outside of their control. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on future circumstances that may or may not occur. Actual results may differ materially from the current beliefs and expectations of the managements of the Offeror or Alteryx with respect to Alteryx and the Merger depending on a number of factors affecting their businesses and risks associated with the integration and performance of the combined company following the Merger. In evaluating these forward-looking statements, you should carefully consider, among other things, the risks described in reports that Alteryx has filed with the SEC. New factors could emerge from time to time and it is not possible for the Offeror or Alteryx to predict all such factors. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as guarantees of future events. These forward-looking statements speak only as of the date made and are not guarantees of future performance of results. The Offeror and Alteryx and their affiliates expressly disclaim any obligation or undertaking to release any updates or revisions to any forward-looking statement to reflect any change in expectations with regard thereto or any change of events, conditions or circumstances on which any such statement was based, except as required by law.

SOURCE Azurite Intermediate Holdings, Inc.