| Item 1.01. | Entry into a Material Definitive Agreement. |
On March 6, 2023, Alteryx, Inc., a Delaware corporation (the “Company”), completed its previously announced sale of $450 million aggregate principal amount of its 8.75% senior notes due 2028 (the “Notes”) in a private placement to “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States pursuant to Regulation S under the Securities Act.
The Company received net proceeds from the offering of the Notes of approximately $441.5 million after deducting the Initial Purchasers’ discount and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the offering of the Notes for general corporate purposes, including potential repurchases or repayments of its outstanding convertible notes.
Indenture
On March 6, 2023, the Company entered into an indenture relating to the issuance of the Notes (the “Indenture”), by and between the Company, Alteryx UK Ltd, a wholly owned subsidiary of the Company (the “Subsidiary Guarantor”), and U.S. Bank Trust Company, National Association (the “Trustee”), as trustee of the Notes. The Notes will be fully and unconditionally guaranteed by each of the Company’s existing and future U.S. and U.K. subsidiaries that are not Immaterial Subsidiaries (as defined in the Indenture) and any existing and future subsidiary that guarantees other indebtedness of the Company. The Subsidiary Guarantor is the sole initial guarantor of the Notes.
Interest
The Notes mature on March 15, 2028 and bear interest at a rate of 8.75% per annum. Interest on the Notes is payable semi-annually in arrears on March 15 and September 15 of each year, commencing on September 15, 2023.
Optional Redemption
The Company may redeem the Notes, in whole or in part, at any time prior to March 15, 2025 at a price equal to 100% of the principal amount thereof plus a “make-whole” premium and accrued and unpaid interest, if any. The Company may at its election redeem all or a part of the Notes on or after March 15, 2025, on any one or more occasions, at the redemption prices set forth in the Indenture, plus, in each case, accrued and unpaid interest thereon, if any, to, but excluding, the applicable redemption date. In addition, at any time prior to March 15, 2025, the Company may on any one or more occasions redeem up to 40% of the aggregate principal amount of the Notes outstanding under the Indenture with the net cash proceeds of one or more equity offerings at a redemption price equal to 108.75% of the principal amount of the Notes then outstanding, plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable redemption date.
Repurchase of Notes upon a Change of Control Triggering Event
If the Company experiences a change of control triggering event (as defined in the Indenture), the Company must offer to repurchase the Notes at a repurchase price equal to 101% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to the repurchase date.
Covenants
The Indenture governing the Notes contains covenants limiting the ability of the Company and/or its subsidiaries to:
| | • | | create liens on certain assets to secure debt; |
| | • | | grant a subsidiary guarantee of certain debt without also providing a guarantee of the Notes by such subsidiary; and |
| | • | | consolidate or merge with or into, or sell or otherwise dispose of all or substantially all of the Company’s assets to, another person. |
These covenants are subject to a number of important limitations and exceptions set forth in the Indenture.
The Indenture provides for customary events of default, including, but not limited to, failure to pay principal and interest, failure to comply with covenants, agreements or conditions, and certain events of bankruptcy or insolvency involving the Company and its significant subsidiaries. In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding Notes under the Indenture will become due and payable immediately without further action or notice. If any other event of default under the Indenture occurs or is continuing, the Trustee or holders of at least 30% in aggregate principal amount of the outstanding Notes under the Indenture may declare all the Notes to be due and payable immediately.
