Cloud Software Group Announces Final Results of Offer to Purchase for Cash up to $2.0 Billion Aggregate Principal Amount of its 9.00% Senior Secured Second Lien Notes due 2029
FORT LAUDERDALE, Fla., Nov. 9, 2026 /PRNewswire/ -- Cloud Software Group Holdings, Inc. ("Cloud Software Group" or the "Company") today announced the expiration and final results of its previously announced cash tender offer (the "Offer") to purchase its 9.00% Senior Secured Second Lien Notes due 2029 (the "Notes") for the Consideration (as defined below), subject to a $2,000,000,000 cap on the aggregate principal amount of Notes purchased in the Offer (the "Tender Cap"), subject to proration and the terms and conditions set forth in the Offer to Purchase dated November 2, 2026 (as it may be amended or supplemented from time to time, the "Offer to Purchase"). Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase.
The Offer expired at 5:00 p.m., New York City time, on November 9, 2026 (such time and date, the "Expiration Date"). Withdrawal rights for the Offer expired at the Expiration Date, and accordingly, Notes validly tendered in the Offer may no longer be withdrawn except where additional withdrawal rights are required by law.
At the Expiration Date, according to information provided by Global Bondholder Services Corporation, the tender and information agent for the Offer (the "Tender and Information Agent"), the aggregate principal amount of Notes validly tendered and not validly withdrawn pursuant to the Offer and the aggregate principal amount of Notes accepted for purchase, are set forth in the table below.
Notes | CUSIP No. / | Aggregate | Consideration(2) | Aggregate | Aggregate | Proration | ||||||
9.00% Senior | 144A: 18912U AA0 / Reg S: U18898 AA1 / IAI: 18912U AB8 / | $3,733,172,000 | $1,022.50 | $2,710,839,000 | $2,000,011,000 | 73.8 % |
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(1) | No representation is made as to the correctness or accuracy of the CUSIP numbers or ISINs listed herein or printed on the Notes. Such information is provided solely for the convenience of the Holders. |
(2) | The consideration (the "Consideration") represents the amount payable per $1,000 principal amount of Notes validly tendered and accepted for purchase by the Company. The Consideration excludes accrued and unpaid interest ("Accrued Interest") on such Notes from and including the immediately preceding interest payment date for such Notes to, but excluding, November 16, 2026 (the "Settlement Date"), which will be paid in addition to the Consideration. Accrued Interest will cease to accrue on the Settlement Date for all Notes accepted in the Offer. Under no circumstances will any interest be payable because of any delay in the transmission of funds to Holders by The Depository Trust Company or its participants. |
(3) | Notes validly tendered are subject to proration so that the Company accepts for purchase Notes in an aggregate principal amount up to the Tender Cap. The proration factor has been rounded to the nearest tenth of a percentage point for presentation purposes. The Company will multiply the principal amount of each valid tender of Notes by the proration factor and round the resulting amount down to the nearest $1,000 principal amount in order to determine the principal amount of such tender that will be accepted pursuant to the Offer. The excess principal amount of Notes not accepted from the tendering Holders will be promptly returned to such Holders. |
All General Conditions to the Offer were satisfied or waived on or prior to the Expiration Date. The Offer remains subject to the Financing Condition. The Company will not be required to accept for purchase any tendered Notes, or pay the Consideration, if the Financing Condition has not been satisfied or waived on or prior to the Settlement Date.
Citigroup Global Markets Inc. served as dealer manager (the "Dealer Manager") for the Offer. Global Bondholder Services Corporation served as the Tender and Information Agent for the Offer. For additional information, please contact: Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll-free) or +1 (212) 723-6106 (collect) and ask for Steve Cheeseman, Kevin Mills, or Joyce Lam. Requests for documents and questions regarding the tendering of Notes may be directed to Global Bondholder Services Corporation by telephone at (212) 430-3774 (for banks and brokers only) and (855) 654-2015 (for all others toll-free) or to the Dealer Manager at its telephone number. Copies of the Offer to Purchase are available at: https://www.gbsc-usa.com/cloud. You may also contact your custodian bank, broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.
This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities. The Offer was made only by and pursuant to the terms of the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law. The information in this press release is qualified by reference to the Offer to Purchase.
Forward-Looking Statements
This press release includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions, or projections regarding future events or future results and therefore are, or may be deemed to be, "forward-looking statements" within the meaning of the "safe harbor provisions" of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include all matters that are not historical facts, including statements relating to our intentions, beliefs, or current expectations concerning, among other things, the completion of the Offer. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "seeks," "projects," "intends," "plans," "may," "will," or "should" or, in each case, their negative or other variations or comparable terminology. Such forward-looking statements are based on available current market material and management's expectations, beliefs, and forecasts concerning future events impacting us. These forward-looking statements involve a number of risks and uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by the forward-looking statements contained in this release because of a variety of factors, including, but not limited to, general market conditions that might affect the Offer and the New Notes Offering and the other factors described in the Offer to Purchase. There can be no assurance that future developments affecting us will be those that we have anticipated. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
About Cloud Software Group
Cloud Software Group delivers trusted, mission-critical software, helping its customers evolve, compete, and succeed across cloud, multi-cloud, hybrid, on-premises, and edge deployments. Its portfolio includes Citrix, TIBCO, Spotfire, ibi, DataSynapse, ON EBX, Arctera, Enterprise Vault, and InfoScale, offering solutions that include secure application delivery, automation, collaboration, data management, and advanced analytics.
Media Contact:
Haley Salas
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SOURCE Cloud Software Group Holdings, Inc.
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