ENGLEWOOD, Colo.--(BUSINESS WIRE)--
CSG Systems International, Inc. (NASDAQ:CSGS) today announced it intends
to offer, subject to market and other conditions, $200 million aggregate
principal amount of Convertible Senior Notes due 2036 (the "notes") in a
private placement to qualified institutional buyers in accordance with
Rule 144A under the Securities Act of 1933, as amended (the "Securities
Act"). CSG also expects to grant the initial purchasers of the notes a
30-day option to purchase up to an additional $30 million aggregate
principal amount of the notes, solely to cover over-allotments, if any.
The notes will be CSG's senior unsecured obligations.
The interest rate, initial conversion rate and other terms of the notes
will be determined at the time of pricing of the offering. Under certain
circumstances and during certain periods, the notes will be convertible
into cash, shares of CSG's common stock, or a combination thereof, at
CSG's election.
After deducting the initial purchasers' discounts and commissions and
CSG's estimated offering expenses, CSG expects to use up to $125 million
of the net proceeds from the offering of the notes to repurchase a
portion of its 3.0% Senior Subordinated Convertible Notes due 2017 (the
"2017 notes"). CSG intends to use the remainder of the net proceeds for
general corporate purposes.
Any repurchase of the 2017 notes could have the effect of raising or
maintaining the market price of CSG's common stock above levels that
would otherwise have prevailed, or preventing or retarding a decline in
the market price of CSG's common stock. This activity could also
indirectly have an effect on the initial conversion price of the notes.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor will 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 state or jurisdiction.
This press release does not constitute an offer to purchase or a
solicitation of an offer to sell any 2017 notes or underlying
securities. The notes and any shares of CSG's common stock underlying
such notes have not been registered under the Securities Act, or any
applicable state securities laws, and the notes will be offered only to
qualified institutional buyers pursuant to Rule 144A promulgated under
the Securities Act. Unless so registered, the notes may not be offered
or sold in the United States except pursuant to an exemption from the
registration requirements of the Securities Act and any applicable state
securities laws.
Forward-Looking Statements
This news release contains forward-looking statements as defined under
the Securities Act and Securities Exchange Act of 1934, as amended,
which may be identified by words like "intend," "expect," "will,"
"estimate," and similar expressions, that are based on assumptions about
a number of important factors and involve risks and uncertainties that
could cause actual results to differ materially from what appears in
this news release. With respect to the offering, such factors, risks and
uncertainties include whether CSG will offer the notes or consummate the
offering on the terms contemplated or at all and the anticipated use of
proceeds from the offering. Other factors, risks and uncertainties
include, but are not limited to: 1) CSG derived approximately fifty
percent of our revenues from its three largest clients for the year
ended December 31, 2015; as a result, the loss of business from any one
of those clients could potentially have a material adverse impact to its
financial position and results of operations; 2) continued market
acceptance of CSG's products and services; 3) timing and success of
previously announced client customer account migrations to CSG's billing
platform; 4) CSG's ability to continuously develop and enhance products
in a timely, cost-effective, technically-advanced and competitive
manner; 5) CSG's ability to deliver its solutions in a timely fashion
within budget, particularly large and complex software implementations;
6) CSG's dependency on the global telecommunications industry, and in
particular, the North American telecommunications industry; 7) CSG's
ability to meet its financial expectations as a result of increased
dependency on software sales, which are subject to greater volatility;
8) increasing competition in CSG's market from companies of greater size
and with broader presence in the communications sector; 9) CSG's ability
to successfully integrate and manage acquired businesses or assets to
achieve expected strategic, operating and financial goals; 10) CSG's
ability to protect its intellectual property rights; 11) CSG's ability
to maintain a reliable, secure computing environment; 12) CSG's ability
to conduct business in the international marketplace; 13) CSG's ability
to comply with applicable U.S. and international laws and regulations;
and 14) fluctuations in credit market conditions, general global
economic and political conditions, and foreign currency exchange rates.
This list is not exhaustive and readers are encouraged to review the
additional risks and important factors described in CSG's annual report
on Form 10-K and other filings made with the Securities and Exchange
Commission. CSG undertakes no obligation to update or revise any
forward-looking statements.
About CSG International
CSG
Systems International, Inc. (NASDAQ:CSGS)
is a market-leading business support solutions and services company
serving the majority of the top 100 global communications service
providers, including leaders in fixed, mobile and next-generation
networks such as AT&T, Charter Communications, Comcast, DISH, Orange,
Reliance, SingTel Optus, T-Mobile, Telefonica, Time Warner Cable,
Vodafone, Vivo and Verizon. With over 30 years of experience and
expertise in voice, video, data and content services, CSG International
offers a broad portfolio of licensed and Software-as-a-Service
(SaaS)-based products and solutions that help clients compete more
effectively, improve business operations and deliver a more impactful
customer experience across a variety of touch points. For more
information, visit our website at www.csgi.com.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160308006713/en/
CSG Systems International, Inc.
Liz Bauer, 303-804-4065
Investor
Relations
liz.bauer@csgi.com
Source: CSG International
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