Insight Enterprises, Inc. Announces Proposed Offering of $300 Million of Convertible Senior Notes due 2025
Summary
TEMPE, Ariz.--(BUSINESS WIRE)--Insight Enterprises, Inc. (NASDAQ: NSIT) (“Insight”) today announced its intention to offer, subject to market and other conditions, $300 million aggregate principal amount of Convertible Senior Notes due 2025 in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Thereafter, the notes will be convertible at the option of the holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Concurrently with entering into the convertible note hedge transactions, Insight also expects to enter into warrant transactions with the option counterparties whereby Insight will sell to the option counterparties warrants to purchase, subject to customary anti-dilution adjustments, up to the same number of shares of Insight’s common stock. There are important factors that could cause actual results to differ materially from the results expressed or implied by forward-looking statements, including (i) the risk factors set forth under “Risk Factors” in Insight’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, set forth under “Forward-Looking Information” in Insight’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 or set forth in Insight’s other filings with the SEC and (ii) any of the following: the effects of this offering and any related transactions; the use of proceeds associated with this offering; actions of our competitors, including manufacturers and publishers of products we sell; our reliance on our partners for product availability, competitive products to sell and marketing funds and purchasing incentives, which can change significantly in the amounts made available and the requirements year over year; changes in the IT industry and/or rapid changes in technology; risks associated with the integration and operation of acquired businesses; possible significant fluctuations in our future operating results; the risks associated with our international operations; general economic conditions; increased debt and interest expense and decreased availability of funds under our financing facilities; the security of our electronic and other confidential information; disruptions in our IT systems and voice and data networks; failure to comply with the terms and conditions of our commercial and public sector contracts; legal proceedings client audits and failure to comply with laws and regulations; accounts receivable risks, including increased credit loss experience or extended payment terms with our clients; our reliance on independent shipping companies; our dependence on certain key personnel; natural disasters or other adverse occurrences; exposure to changes in, interpretations of, or enforcement trends related to tax rules and regulations; and intellectual property infringement claims and challenges to our registered trademarks and trade names; the company’s failure to obtain the financing anticipated to consummate the pending acquisition of PCM, Inc. (“PCM”); the company’s failure to consummate or delays in the consummation of the PCM acquisition for other reasons; timing to consummate the PCM acquisition; risk that a condition to the PCM acquisition, including the receipt of any required regulatory approvals, may not be satisfied or waived; failure of PCM’s stockholders to approve the merger; unexpected costs or liabilities in connection with the consummation of the merger; the company’s inability to achieve expected synergies and operating efficiencies as a result of the PCM acquisition, whether within the expected time frames, without undue difficulty, cost or expense, or at all; the company’s ability to successfully integrate PCM’s operations into its own, whether within expected time frames, without undue difficulty, cost or expense, or at all; the level of revenues following the transaction, which may be lower than expected; operating costs, customer loss and business disruptions arising from the PCM acquisition and the pendency or consummation thereof (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers), which may be greater than expected; uncertainties surrounding the transaction; the outcome of any legal proceedings related to the transaction; other adverse economic, business, and/or competitive factors; risks that the pending PCM acquisition distracts management of the company or PCM or disrupts current plans and operations; the company’s ability to retain key PCM and company employees; and other risks to consummation of the transaction, including circumstances that could give rise to the termination of the acquisition agreement and the risk that the transaction will not be consummated within the expected time period, without undue delay, cost or expense, or at all. Except as required by applicable law, Insight does not undertake any obligation to update forward-looking statements to reflect events or circumstances arising after such date.