The Firm recently represented the initial purchasers, led by J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, in the offering of $287.5 million aggregate principal amount of 1.25% Exchangeable Senior Notes due 2024 by NICE Systems Inc. (“NICE Systems”), which includes the full exercise of the initial purchasers’ overallotment option. The notes are exchangeable into cash, American Depositary Shares (“ADSs”) each representing one fully paid ordinary share of NICE Ltd. (“NICE”), an Israeli corporation and the parent of NICE Systems, or a combination thereof. The notes are fully and unconditionally guaranteed by NICE. The net proceeds were used to pay the cost of the exchangeable note hedge transactions (after such cost is partially offset by the proceeds to NICE from the warrant transactions) and repay a portion of the outstanding borrowings under NICE Systems’ term loan facility.
In addition, the Firm represented one or more of the initial purchasers and/or their respective affiliates in connection with exchangeable bond hedge transactions and warrant transactions entered into concurrently with such notes offering.
NICE (NASDAQ: NICE) is the worldwide leading provider of enterprise software solutions that empower organizations to make smarter decisions based on advanced analytics of structured and unstructured data. NICE solutions help the world’s largest organizations deliver better customer service, ensure compliance, combat fraud and safeguard citizens.
The Simpson Thacher team included Roxane Reardon, Lia Toback, Hana Nah and Nicole Annunziato (Capital Markets); Jonathan Lindabury, Lihua Chen and Yu Mizutani (Derivatives); Marcy Geller and Michael Badain (Tax); Marcela Robledo (Intellectual Property); Erin Murphy (Executive Compensation and Employee Benefits); and Jennie Getsin (Blue Sky).