RightNow Prices $150 Million of 2.50% Convertible Senior Notes due
2030
BOZEMAN, Mont.--(BUSINESS WIRE)--RightNow Technologies, Inc. (?RightNow? or the ?company?) (NASDAQ: RNOW)
today announced that it has priced $150 million in aggregate principal
amount of 2.50% convertible senior notes due 2030 (the ?Notes?) to be
offered and sold only to qualified institutional buyers pursuant to Rule
144A under the Securities Act of 1933, as amended. The aggregate
principal amount was increased from $125 million to $150 million from
the proposed private offering that was announced November 15, 2010.
The Notes will have an initial conversion rate of approximately 31.36
shares of RightNow common stock (subject to adjustment in certain
circumstances) per $1,000 principal amount of Notes, which is equivalent
to an initial conversion price of approximately $31.89 per share of
RightNow common stock. The initial conversion price represents a premium
of 30% to the closing price of RightNow?s common stock on November 16,
2010, which was $24.53 per share.
The Notes will bear interest at a rate of 2.50% per annum and will
mature on November 15, 2030, unless earlier redeemed, repurchased or
converted.
RightNow also granted the initial purchasers an over-allotment option to
purchase up to an additional $25 million in aggregate principal amount
of Notes within 13 days on the same terms and conditions. The sale of
the Notes is expected to close on November 22, 2010, subject to
customary closing conditions.
The Notes will be general unsecured obligations, ranking equally in
right of payment to all existing and future senior indebtedness and
senior in right of payment to any future indebtedness that is expressly
subordinated to the Notes.
RightNow estimates that the net proceeds from the offering will be
approximately $145.6 million (or approximately $169.9 million if the
initial purchasers exercise in full their over-allotment option to
purchase additional Notes) after payment of the initial purchasers?
discounts and offering expenses. RightNow intends to use the net
proceeds from the offering for general corporate purposes, which may
include financing potential acquisitions and strategic transactions,
stock repurchases, and working capital. A portion of the net proceeds
from the offering may be used for stock repurchases under our $25
million stock repurchase program.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy securities. Any offers of the securities
will be made only by means of a private offering circular. The Notes and
the shares of common stock issuable upon conversion of the Notes have
not been, and will not be, 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.
Cautionary Statement:
The statements in this release relating to the terms and timing of
the proposed offering and the expected use of proceeds from the offering
are forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
These statements involve risks and uncertainties that could cause actual
results to differ materially, including, but not limited to, whether or
not RightNow will consummate the offering, prevailing market conditions,
the anticipated use of the proceeds of the offering, which could change
as a result of market conditions or for other reasons, and the impact of
general economic, industry or political conditions in the United States
or internationally. Please refer to RightNow?s public filings made with
the Securities and Exchange Commission at www.sec.gov
for additional and more detailed information on risk factors, including
the risk factors contained in RightNow?s Annual Report on Form 10-K,
quarterly reports of Form 10-Q, and in other filings with the Securities
and Exchange Commission, that could cause actual results to differ
materially from current expectations.
Readers are cautioned not to place undue reliance on RightNow?s forward-looking
statements, which speak only as of the date such statements are made.
RightNow assumes no obligation to update the forward-looking information
contained in this press release.
FRNOW
Investor Relations:
The Blueshirt Group
Todd Friedman or
Stacie Bosinoff
415-217-7722
todd@blueshirtgroup.comstacie@blueshirtgroup.comor
Corporate
Communications:
RightNow Technologies
Jaia Zimmerman
650-653-4441
Office
650-464-8462 Cell
jzimmerman@rightnow.com
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