Jamf Holding Corp. (“Jamf,” “we,” “us” or “our”) (NASDAQ: JAMF),
the standard in Apple Enterprise Management, today announced the
pricing of $325.0 million aggregate principal amount of Convertible
Senior Notes due 2026 (the “notes”) in a private offering (the
“offering”) to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the “Securities Act”). Jamf also granted 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 sale of the notes to the initial
purchasers is expected to settle on September 17, 2021, subject to
customary closing conditions, and is expected to result in
approximately $314.2 million in net proceeds to Jamf after
deducting the initial purchasers’ discount and estimated offering
expenses payable by Jamf (assuming no exercise of the initial
purchasers’ option to purchase additional notes).
The notes will be senior, unsecured obligations of Jamf. The
notes will bear interest at a rate of 0.125% per year. Interest
will be payable semi-annually in arrears on March 1 and September 1
of each year, beginning on March 1, 2022. The notes will mature on
September 1, 2026, unless earlier converted, redeemed or
repurchased. Jamf may not redeem the notes prior to September 6,
2024. Jamf may redeem for cash all or any portion of the notes, at
its option, on or after September 6, 2024, if the last reported
sale price of Jamf’s common stock (the “common stock”) has been at
least 130% of the conversion price then in effect for at least 20
trading days (whether or not consecutive), during any 30
consecutive trading day period (including the last trading day of
such period) ending on and including the trading day immediately
preceding the date on which Jamf provides notice of redemption at a
redemption price equal to 100% of the principal amount of the notes
to be redeemed, plus any accrued and unpaid interest to, but
excluding, the redemption date. No sinking fund is provided for the
notes, which means that Jamf is not required to redeem or retire
the notes periodically.
Subject to certain conditions, holders of the notes will have
the right to require Jamf to repurchase all or a portion of their
notes upon the occurrence of a fundamental change (as defined in
the indenture that will govern the notes) at a purchase price of
100% of their principal amount plus any accrued and unpaid
interest. In connection with certain corporate events or if Jamf
calls any notes for redemption, Jamf will, under certain
circumstances, increase the conversion rate for noteholders who
elect to convert their notes in connection with any such corporate
event or convert their notes called for redemption.
The notes will be convertible at an initial conversion rate of
20.0024 shares of common stock per $1,000 principal amount of notes
(equivalent to an initial conversion price of approximately $49.99
per share, which represents a conversion premium of approximately
40% to the last reported sale price of $35.71 per share of common
stock on NASDAQ on September 14, 2021).
Prior to the close of business on the business day immediately
preceding March 1, 2026, the notes will be convertible at the
option of the noteholders only upon the satisfaction of specified
conditions and during certain periods. On or after March 1, 2026
until the close of business on the second scheduled trading day
immediately preceding the maturity date, the notes will be
convertible at the option of the noteholders at any time regardless
of these conditions. Conversions of the notes will be settled in
cash, shares of common stock, or a combination thereof, at Jamf’s
election.
In connection with the pricing of the notes, Jamf entered into
privately negotiated capped call transactions with certain of the
initial purchasers or their respective affiliates and 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. The cap price of the capped call transactions
will initially be $71.42 per share, which represents a premium of
100% over the last reported sale price of Jamf’s common stock of
$35.71 per share on NASDAQ on September 14, 2021, and is subject to
certain adjustments under the terms of the capped call
transactions.
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 Jamf’s 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 from time to time 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 only 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 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 completion of the 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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