Jamf Holding Corp. (“Jamf,” “we,” “us” or “our”) (NASDAQ: JAMF),
the standard in Apple Enterprise Management, today announced that
it intends to offer, subject to market conditions and other
factors, $325.0 million aggregate principal amount of Convertible
Senior Notes due 2026 (the “notes”) in a private placement (the
“offering”) to qualified institutional buyers pursuant to Rule 144A
under the Securities Act of 1933, as amended (the “Securities
Act”). Jamf also intends to grant the initial purchasers of the
notes an option to purchase, within a 13-day period beginning on,
and including, the first date on which the notes are issued, up to
an additional $48.75 million aggregate principal amount of notes.
The notes will be senior unsecured obligations of Jamf and will
accrue interest payable semiannually in arrears. The notes will be
convertible into cash, shares of Jamf’s common stock (the “common
stock”) or a combination of cash and shares of common stock, at
Jamf’s election. The interest rate, initial conversion rate and
other terms of the notes will be determined at the time of pricing
of the offering.
In connection with the pricing of the notes, Jamf expects to
enter into privately negotiated capped call transactions with one
or more of the initial purchasers or their respective affiliates
and/or other financial institutions (the “option counterparties”).
The capped call transactions will cover, subject to anti-dilution
adjustments, the number of shares of common stock initially
underlying the notes sold in the offering. The capped call
transactions are expected generally to reduce potential dilution to
the common stock upon any conversion of notes and/or offset any
cash payments Jamf is required to make in excess of the principal
amount of converted notes, as the case may be, with such reduction
and/or offset subject to a cap.
Jamf has been advised that, in connection with establishing
their initial hedges of the capped call transactions, the option
counterparties or their respective affiliates expect to purchase
shares of the common stock and/or enter into various derivative
transactions with respect to the common stock concurrently with or
shortly after the pricing of the notes. This activity could
increase (or reduce the size of any decrease in) the market price
of the common stock or the notes at that time. In addition, the
option counterparties or their respective affiliates may modify
their hedge positions by entering into or unwinding various
derivatives with respect to the common stock and/or purchasing or
selling the common stock or other securities of Jamf in secondary
market transactions following the pricing of the notes and prior to
the maturity of the notes (and are likely to do so on each exercise
date for the capped call transactions or following any termination
of any portion of the capped call transactions in connection with
any repurchase, redemption or early conversion of the notes). This
activity could also cause a decrease or avoid an increase in the
market price of the common stock or the notes, which could affect
the ability of noteholders to convert the notes and, to the extent
the activity occurs following a conversion or during any
observation period related to a conversion of notes, it could
affect the amount and value of the consideration that noteholders
will receive upon conversion of the notes.
Jamf intends to use a portion of the net proceeds from the
offering to (i) repay the term loan facility incurred in connection
with Jamf’s acquisition of Wandera and pay any associated
prepayment penalties and accrued and unpaid interest to the date of
repayment and (ii) pay the cost of the capped call transactions
described above. If the initial purchasers exercise their option to
purchase additional notes, Jamf expects to use a portion of the net
proceeds from the sale of such additional notes to enter into
additional capped call transactions with the option counterparties.
Jamf intends to use the remainder of the net proceeds of the
offering for general corporate purposes, which may include working
capital, capital expenditures, and potential acquisitions and
strategic transactions. However, it has not designated any specific
uses for such remainder of the net proceeds and has no current
agreements with respect to any strategic transactions.
The notes are being offered to persons reasonably believed to be
qualified institutional buyers pursuant to Rule 144A under the
Securities Act. Neither the notes nor the shares of common stock
potentially issuable upon conversion of the notes, if any, have
been, or will be, registered under the Securities Act or the
securities laws of any other jurisdiction, and unless so
registered, may not be offered or sold in the United States except
pursuant to an applicable exemption from such registration
requirements.
This announcement is neither an offer to sell nor a solicitation
of an offer to buy any of these securities and shall not constitute
an offer, solicitation or sale in any jurisdiction in which such
offer, solicitation or sale is unlawful.
Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995, including but not limited
to, statements relating to the proposed offering, the potential
effects of entering into capped call transactions, and the expected
use of proceeds from the offering and statements regarding our
financial outlook and market positioning. Forward-looking
statements give our current expectations and projections relating
to our financial condition, results of operations, plans,
objectives, future performance and business. You can identify
forward-looking statements by the fact that they do not relate
strictly to historical or current facts. These statements may
include words such as “anticipate,” “estimate,” “expect,”
“project,” “plan,” “intend,” “believe,” “may,” “will,” “should,”
“can have,” “likely” and other words and terms of similar meaning
in connection with any discussion of the timing or nature of future
operating or financial performance or other events, statements
about the potential benefits of the acquisition, possible or
assumed business strategies, potential growth opportunities, and
the potential value creation as a result of combined offerings. All
forward-looking statements are subject to risks and uncertainties
that may cause actual results to differ materially from those that
we expected, including: statements regarding our future financial
and operating performance (including our financial outlook for
future reporting periods); our ability to realize the potential
benefits of the acquisition of Wandera; other risks related to our
integration of Wandera’s business, team, and technology; the impact
on our operations and financial condition from the effects of the
current COVID-19 pandemic; the potential impact of customer
dissatisfaction with Apple or other negative events affecting Apple
services and devices, and failure of enterprises to adopt Apple
products; the potentially adverse impact of changes in features and
functionality by Apple on our engineering focus or product
development efforts; changes in our continued relationship with
Apple; the fact that we are not party to any exclusive agreements
or arrangements with Apple; our reliance, in part, on channel
partners for the sale and distribution of our products; the impact
of reputational harm if users perceive our products as the cause of
device failure; our ability to successfully develop new products or
materially enhance current products through our research and
development efforts; our ability to continue to attract new
customers; our ability to retain our current customers; our ability
to sell additional functionality to our current customers; our
ability to meet service-level commitments under our subscription
agreements; our ability to correctly estimate market opportunity
and forecast market growth; risks associated with failing to
continue our recent growth rates; our dependence on one of our
products for a substantial portion of our revenue; our ability to
scale our business and manage our expenses; our ability to change
our pricing models, if necessary to compete successfully; the
impact of delays or outages of our cloud services from any
disruptions, capacity limitations or interferences of third-party
data centers that host our cloud services, including Amazon Web
Services; our ability to maintain, enhance and protect our brand;
our ability to maintain our corporate culture; the ability of Jamf
Nation to thrive and grow as we expand our business; the potential
impact of inaccurate, incomplete or misleading content that is
posted on Jamf Nation; our ability to offer high-quality support;
risks and uncertainties associated with potential acquisitions and
divestitures, including, but not limited to, disruptions to ongoing
operations; diversions of management from day-to-day
responsibilities; adverse impacts on our financial condition;
failure of an acquired business to further our strategy;
uncertainty of synergies; personnel issues; resulting lawsuits and
issues unidentified in diligence processes; our ability to predict
and respond to rapidly evolving technological trends and our
customers' changing needs; our ability to compete with existing and
new companies; the impact of adverse general and industry-specific
economic and market conditions; the impact of reductions in IT
spending; our ability to attract and retain highly qualified
personnel; risks associated with competitive challenges faced by
our customers; the impact of our often long and unpredictable sales
cycle; our ability to develop and expand our marketing and sales
capabilities; the risks associated with sales to new and existing
enterprise customers; the risks associated with free trials and
other inbound, lead-generation sales strategies; the risks
associated with indemnity provisions in our contracts; our
management team’s limited experience managing a public company; the
impact of any catastrophic events; the impact of global economic
conditions; risks associated with cyber-security events; the impact
of real or perceived errors, failures or bugs in our products; the
impact of interruptions or performance problems associated with our
technology or infrastructure; the impact of general disruptions to
data transmission; risks associated with stringent and changing
privacy laws, regulations and standards, and information security
policies and contractual obligations related to data privacy and
security; the risks associated with intellectual property
infringement claims; our reliance on third-party software and
intellectual property licenses; our ability to protect our
intellectual property and proprietary rights; and the risks
associated with our use of open source software in our
products.
Additional information concerning these and other factors can be
found in our filings with the Securities and Exchange Commission.
Given these factors, as well as other variables that may affect our
operating results, you should not rely on forward-looking
statements, assume that past financial performance will be a
reliable indicator of future performance, or use historical trends
to anticipate results or trends in future periods. The
forward-looking statements included in this press release relate
only to events as of the date hereof. Jamf undertakes no obligation
to update or revise any forward-looking statement as a result of
new information, future events or otherwise, except as otherwise
required by law.
About Jamf
Jamf, the standard in Apple Enterprise Management, extends the
legendary Apple experience people love to businesses, schools and
government organizations through its software and the world’s
largest online community of IT admins focused exclusively on Apple,
Jamf Nation.
Investor Contact:
Jennifer Gaumondir@jamf.com
Media Contact:
Rachel Nauenmedia@jamf.com
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