RightNow Technologies, Inc. ("RightNow”) (NASDAQ: RNOW) today announced
that it intends to offer, subject to market and other conditions, $125
million in aggregate principal amount of convertible senior notes due
2030 (the "Notes"). The Notes will mature on November 15, 2030, unless
earlier redeemed, repurchased or converted, and will be offered in a
private placement to qualified institutional buyers pursuant to Rule
144A under the Securities Act of 1933, as amended (the "Securities
Act”). RightNow expects to grant the initial purchasers an option to
purchase up to an additional $25 million aggregate principal amount of
Notes within 13 days from the date of a purchase agreement for the Notes
on the same terms and 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. The interest rate, conversion rate, offering
price and other terms will be determined by negotiations between
RightNow and the initial purchasers.
RightNow intends to use the net proceeds from the offering for general
corporate purposes, which may include financing potential acquisitions
and strategic transactions, and working capital.
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 offer the notes or consummate the offering, the final
terms of the offering, prevailing market conditions, the anticipated
principal amount of the notes, which could differ based upon 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 for
the fiscal year ended December 31, 2009, 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
