The tender window has closed
Cloud Software Group reported final results on November 9 for its cash tender offer covering 9.00% Senior Secured Second Lien Notes due 2029. The offer expired at 5 p.m. New York City time that day; withdrawal rights also expired, except where additional rights are legally required.
The issuer’s table lists $2,710,839,000 principal tendered and $2,000,011,000 principal accepted, approximately $2 billion. It states a $2 billion tender cap and a rounded proration factor of 73.8%, so a valid tender does not imply that all of a holder’s submitted notes will be purchased.
Price, accrued interest and partial acceptance are different amounts
The stated consideration is $1,022.50 per $1,000 principal amount accepted. Accrued and unpaid interest is additional, calculated from the preceding interest payment date up to, but excluding, the November 16 settlement date. This is the offer’s consideration, not a current market quote or a promise of future return.
The company says each valid tender is multiplied by the proration factor and the resulting principal is rounded down to the nearest $1,000. Notes not accepted are to be returned promptly. The published 73.8% figure is rounded for presentation, rather than a calculation of any particular holder’s final payment.
Final results do not mean the financing condition is complete
All general offer conditions were satisfied or waived by expiration, according to the company. However, the offer remains subject to its financing condition. The issuer says it is not required to accept tendered notes or pay the consideration if that condition has not been satisfied or waived by settlement.
Existing holders can use the final-results release and documents linked by tender and information agent Global Bondholder Services Corporation to check the offer’s exact terms, or seek clarification from their custodian. The closed offer is not a new invitation to tender, and the announcement does not establish a new opportunity to buy notes.
