Azurite stops tender, consent bid; Alteryx starts change-of-control offer for same 8¾% notes

By Wendy Van Sickle

Columbus, Ohio, March 28 – Azurite Intermediate Holdings, Inc. said it terminated its offer to purchase for cash any and all of the outstanding $450 million 8¾% senior notes due 2028 issued by Alteryx, Inc. (Cusip: 02156BAG8, U02077AA0) and the related consent solicitation, which were announced on Feb. 14, and Alteryx has begun a change-of-control offer to purchase those same notes, according to a press release.

The cash purchase price of the new change-of-control offer is 101 plus accrued interest.

On March 19, Azurite acquired Alteryx, constituting a change of control, the company said. Following the occurrence of a change of control and a ratings event, which together make a change-of-control triggering event, the indenture requires the issuer to make a cash offer to purchase the notes.

A change-of-control offer may be made in advance of a change-of-control triggering event. This offer is conditioned on the occurrence of a change-of-control triggering event, and the company said it plans to have the purchase date promptly follow the occurrence of the event and to extend the expiration time of the offer until such an event occurs.

The offer is not conditioned upon any minimum principal amount of notes being tendered.

The change-of-control offer will expire at 5 p.m. ET on April 25.

D.F. King & Co., Inc. (866 342-4884, 212 269-5550 for banks and brokers; alteryx@dfking.com) is the information and tender agent.

Terminated offer

The terminated cash tender offer was set to expire at 5 p.m. ET on March 28. Notes tendered under that offer will be promptly returned to their holders.

As of a previous expiration deadline on March 14, noteholders had tendered and delivered consents for $24,841,000 of their notes, or 5.52% of the notes, under that now-terminated offer, as previously reported.

The total consideration of that offer was to be $1,012.50 per $1,000 principal amount. The total consideration included an early participation premium of $50 per $1,000 of notes that was initially only to be paid to holders who tendered by the early tender date, 5 p.m. ET on Feb. 28. That premium was extended such that it would be paid to holders who tendered through the offer’s extended expiration at 5 p.m. ET on March 28.

In connection with the tender offer, Azurite was soliciting consents from holders to some proposed amendments to the indenture relating to the notes. The consent bid was also terminated.

Alteryx is an Irvine, Calif.-based computer software company. The parent company is based in Santa Monica, Calif.

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