MeridianLink Announces Pricing of Secondary Offering of 6,906,015 Shares by Certain Selling Stockholders and Related Common Stock Repurchase
February 07 2024 - 5:30AM
Business Wire
MeridianLink, Inc. (the “Company”) (NYSE: MLNK), a leading
provider of modern software platforms for financial institutions
and consumer reporting agencies, today announced the pricing of the
previously announced underwritten secondary offering of 6,906,015
shares of its common stock (the “Offering”) by certain of its
existing stockholders (the “Selling Stockholders”), at a public
offering price of $19.00 per share, which represents an increase of
406,015 shares from the previously announced size of the Offering.
The pricing took place on February 6, 2024. The Selling
Stockholders have granted the underwriters a 30-day option to
purchase up to an additional 675,000 shares at the public offering
price, less underwriting discounts and commissions. The Offering
consists entirely of shares of the Company’s common stock to be
sold by the Selling Stockholders, with 4,500,000 shares to be
offered to the public and 2,406,015 shares to be repurchased by the
Company pursuant to the Stock Repurchase (as defined below). The
Company will not receive any proceeds from the sale of the shares
being offered by the Selling Stockholders. The Offering is expected
to close on February 9, 2024, subject to customary closing
conditions.
In connection with the Offering, the Company intends to purchase
from the underwriters 2,406,015 shares of the Company’s common
stock at a price per share equal to the price per share at which
the underwriters purchase shares of the Company’s common stock in
the Offering (the “Stock Repurchase”). The Company intends to fund
the Stock Repurchase with existing cash on hand.
Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are
acting as lead book-running managers for the Offering. BofA
Securities, Barclays and Raymond James & Associates, Inc. are
acting as book-running managers, and William Blair, BTIG, Nomura
Securities International, Inc., Stifel, Blaylock Van, Samuel A.
Ramirez & Company, Inc., Roberts & Ryan Investments, Inc.
and Tigress Financial Partners LLC are acting as co-managers.
The Offering is being made pursuant to an effective shelf
registration statement on Form S-3 (Registration No. 333-276336),
which was filed with the Securities and Exchange Commission (“SEC”)
on December 29, 2023 and became effective on January 8, 2024. The
Offering will be made only by means of a prospectus supplement and
the accompanying base prospectus. A preliminary prospectus
supplement and accompanying base prospectus relating to the
offering have been filed with the SEC and are available on the
SEC’s website at www.sec.gov. A final prospectus supplement and
accompanying prospectus will be filed with the SEC. Alternatively,
copies of the preliminary prospectus supplement, once available,
and the accompanying base prospectus may be obtained by contacting:
Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island
Avenue, Edgewood, NY 11717, by telephone at 800-831-9146; or J.P.
Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155
Long Island Avenue, Edgewood, NY 11717, by telephone at (866)
803-9204, or by email at prospectus-eq_fi@jpmchase.com.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any offer or sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release contains statements which are not historical
facts and are considered forward-looking 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. Generally,
these statements can be identified by the use of words such as
“anticipates,” “believes,” “estimates,” “expects,” “intends,”
“may,” “plans,” “projects,” “seeks,” “should,” “will,” and
variations of such words or similar expressions, although not all
forward-looking statements contain these identifying words.
Further, statements describing our strategy, outlook, guidance,
plans, intentions, or goals are also forward-looking statements.
These forward-looking statements reflect our predictions,
expectations, or forecasts, including, but not limited to,
statements regarding the Offering and Stock Repurchase on the
anticipated terms or at all; market conditions; the satisfaction of
customary closing conditions related to the Offering and Stock
Repurchase; and the expected closing of the Offering and Stock
Repurchase. Actual results may differ materially from those
described in the forward-looking statements and will be affected by
a variety of risks and factors that are beyond our control
including, without limitation, changes in market and economic
condition and in the selling stockholders’ plan of Offering, as
well as those risks set forth in Item 1A. Risk Factors, or
elsewhere, in our Annual Report on Form 10-K for the fiscal year
ended December 31, 2022, any updates in our Quarterly Reports on
Form 10-Q filed for periods subsequent to such Form 10-K, and our
other SEC filings, including the prospectus and prospectus
supplement pursuant to which the Offering will be made. These
forward-looking statements are based on reasonable assumptions as
of the date hereof. The plans, intentions, or expectations
disclosed in our forward-looking statements may not be achieved,
and you should not rely upon forward-looking statements as
predictions of future events. We undertake no obligation, other
than as required by applicable law, to update any forward-looking
statements, whether as a result of new information, future events,
or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20240207767678/en/
Press Contact Becky Frost (714) 784-5839
media@meridianlink.com
Investor Relations Contact Gianna Rotellini (714)
332-6357 InvestorRelations@meridianlink.com
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