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.
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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. No sinking fund is provided for the notes, which means that Jamf is not required to redeem or retire the notes periodically. 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. Jamf may not redeem the notes prior to September 6, 2024. The notes will mature on September 1, 2026, unless earlier converted, redeemed or repurchased.
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 bear interest at a rate of 0.125% per year. The notes will be senior, unsecured obligations of Jamf. 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). 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. (“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”). 14, 2021 (GLOBE NEWSWIRE) - Jamf Holding Corp.
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