LogMeIn, Inc. And Logan Merger Sub, Inc. Announce $750 Million Senior Secured Notes Offering
August 10 2020 - 5:07PM
LogMeIn, Inc. (“LogMeIn” or the “Company”) and Logan Merger Sub,
Inc. (the “Issuer”), controlled by affiliates of Francisco
Partners, L.P. (“Francisco Partners), today announced that the
Issuer intends to privately offer, subject to market conditions,
$750 million in aggregate principal amount of its Senior Secured
Notes due 2027 (the “Notes”). The net proceeds from the offering of
the Notes, together with other financing sources, will be used to
fund the acquisition (the “Acquisition”) of LogMeIn by affiliates
of Francisco Partners and Evergreen Coast Capital Corp., the
private equity affiliate of Elliott Management Corporation
(“Evergreen”), and to pay certain related fees, commissions and
expenses. LogMeIn will assume all of the obligations of the Issuer
under the Notes upon the consummation of the Acquisition. The
offering and the actual terms of the Notes, including the interest
rate, will depend on market and other conditions.
The Notes will be offered to persons reasonably
believed to be qualified institutional buyers in accordance with
Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”), and to non-U.S. persons outside the United
States pursuant to Regulation S under the Securities Act.
The Notes have not been and will not be
registered under the Securities Act or any state or other
jurisdiction’s securities laws. Accordingly, the Notes may not be
offered or sold in the United States absent registration or an
applicable exemption from registration requirements under the
Securities Act and any applicable state or other jurisdiction’s
securities laws.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any securities nor
shall there be any sale of any securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
About LogMeIn
LogMeIn, Inc.’s (Nasdaq: LOGM) category-defining
products unlock the potential of the modern workforce by making it
possible for millions of people and businesses around the globe to
do their best work, whenever, however, and most importantly,
wherever. A pioneer in remote work technology and a driving force
behind today’s work-from-anywhere movement, LogMeIn has become one
of the world’s largest SaaS companies with tens of millions of
active users, more than 3,500 global employees, over $1.2 billion
in annual revenue and more than 2 million customers worldwide who
use its software as an essential part of their daily lives. The
company is headquartered in Boston, Massachusetts with additional
locations in North America, South America, Europe, Asia and
Australia.
About Francisco Partners,
L.P.
Francisco Partners is a leading global
investment firm that specializes in partnering with technology and
technology-enabled businesses. Since its launch 20 years ago,
Francisco Partners has raised over $24 billion in committed capital
and invested in more than 300 technology companies, making it one
of the most active and longstanding investors in the technology
industry. The firm invests in opportunities where its deep sectoral
knowledge and operational expertise can help companies realize
their full potential.
About Elliott Management
Corporation and Evergreen Coast Capital Corp.
Elliott Management Corporation manages two
multi-strategy investment funds which combined have approximately
$42 billion of assets under management. Its flagship fund, Elliott
Associates, L.P., was founded in 1977, making it one of the oldest
funds of its kind under continuous management. The Elliott funds’
investors include pension plans, sovereign wealth funds,
endowments, foundations, funds-of-funds, high net worth individuals
and families, and employees of the firm. This investment is being
led by Evergreen Coast Capital, Elliott’s Menlo Park affiliate,
which focuses on technology investing.
Forward-Looking
Statements
Certain statements contained in this
communication may constitute forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements are identified by words or phrases such
as “guidance,” “believes,” “expects,” “intends,” “forecasts,”
“can,” “could,” “may,” “anticipates,” “estimates,” “plans,”
“projects,” “seeks,” “should,” “targets,” “will,” “would,”
“outlook,” “continuing,” “ongoing,” and similar words or phrases
and the negative of such words and phrases. Forward-looking
statements are based on the Company’s current plans and
expectations, including regarding the expected timing, completion
and effects of the proposed offering of Notes, the Acquisition and
other statements in this release, other than historical facts, and
involve risks and uncertainties which are, in many instances,
beyond the Company’s control, and which could cause actual results
to differ materially from those included in or contemplated or
implied by the forward-looking statements. Such risks and
uncertainties include the following: the risk that the Notes
offering may not be completed in a timely manner or at all; the
occurrence of any event, change or other circumstance that could
give rise to the termination of the merger agreement; the failure
to obtain certain required regulatory approvals to the completion
of the transaction or the failure to satisfy any of the other
conditions to the completion of the transaction; the effect of the
announcement of the transaction on the ability of the Company to
retain and hire key personnel and maintain relationships with its
key business partners and customers, and others with whom it does
business, or on its operating results and businesses generally;
risks associated with the disruption of management’s attention from
ongoing business operations due to the transaction; the ability to
meet expectations regarding the timing and completion of the
merger; and other risks and uncertainties described in the
Company’s reports and filings with the Securities and Exchange
Commission, including the risks and uncertainties set forth in Item
1A under the heading Risk Factors in the Company’s Annual Report on
Form 10-K for the year ended December 31, 2019 and Quarterly Report
on Form 10-Q for the three months ended March 31, 2020 and June 30,
2020 and other periodic reports the Company files with the SEC,
which are available at www.sec.gov and the Company’s website at
www.logmein.com. The Company undertakes no obligation to update
forward-looking statements to reflect developments or information
obtained after the date hereof and disclaims any obligation to do
so other than as may be required by law. Readers are cautioned not
to place undue reliance on these forward-looking statements, which
speak only as of the date hereof.
Media Contact: press@logmein.com617-279-2443
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