Cloud Software Group Launches a cash tender offer to repurchase up to $2 billion in 9.00% senior secured second lien notes maturing in 2029
Fort Lauderdale, Florida, November 2nd / PRNewswire / -- Cloud Software Group Holdings, Inc. ("Cloud Software Group" or "the Company") has launched a cash tender offer ("Offer") to purchase the following outstanding notes in accordance with the terms and conditions stipulated in the Tender Offer Letter ("Offer to Purchase") issued on November 2, 2026.
The company intends to purchase its 9.00% senior secured second lien notes (‘notes’) maturing in 2029 within the offer. The consideration for the purchase shall be as defined below, however, the total principal amount of the notes intended to be purchased under the offer is capped at $2 billion ($‘Offer Cap’), and is subject to proportional allocation and the terms and conditions listed in the ‘Offer Letter’. For clarity, the Offer Cap for purchasing notes does not include accrued interest payments (as defined below). To the extent permitted by applicable law, the company may decide at any time to increase, decrease, or cancel the Offer Cap, but is not obligated to do so. If proportional allocation of the notes is required, the company will multiply the principal amount of each valid bid for the notes by a proportional allocation factor and round down the result to the nearest $1,000 in principal to determine the principal amount of that bid that can be accepted under the offer. The excess principal of the unaccepted notes will be returned to the bid holders as soon as possible; if the excess principal is less than $2,000, the company may decide at its discretion to accept or reject all valid bids from such bid holders. Any notes purchased by the company under the offer will be cancelled and extinguished.
In the event of any increase or decrease in the proportion of notes that are accepted for payment, or any change to the purchase consideration ( ii ), the company will notify the public through a press release or other widely disseminated public announcements, no later than 9:00 a.m. on the three business days prior to the maturity date (defined below) in New York time. If necessary, the company will extend the offer to ensure that such announcements are published before the aforementioned time. However, without revising or extending the offer, and without issuing a press release or other public announcement, the company may increase the amount of notes that are accepted for payment by no more than 2% of the outstanding notes. The capitalized terms used in this press release but not defined therein shall be subject to the definitions contained in the Tender Offer Document.
In accordance with the terms and conditions stipulated in the Tender Offer, note holders who submit valid bids on or before the expiration date and whose bids are not effectively withdrawn, and who have their notes purchased under the offer, will receive a purchase consideration equivalent to $1,000 in principal for each $1,000 of face value on the settlement date in cash. In addition to the purchase consideration, the note holders whose notes are purchased will also receive a sum of cash equal to the accrued but unpaid interest from the last interest payment date of the note up to but not including the settlement date (referred to as “accrued interest”), and such payment is known as an “accrued interest payment.” All notes that are accepted under the offer will cease to accrue interest from the settlement date onward. No additional interest will be paid regardless of any delay in the transfer of funds from The Depository Trust Company (“DTC”) or its affiliates to the note holders.
The offer will expire on November 9, 2026, at 5:00 p.m. New York Time, unless the company extends or terminates the offer early (this time and date may be extended or terminated at the company's discretion and subject to applicable law, referred to as the “expiration date”). Bids submitted after the expiration date will be invalid. Bid tickets can be withdrawn at any time before the earlier of the following times: (i) the expiration date; and ( ii ) if the offer is extended, then on the 10th business day after the offer is initiated, but thereafter they cannot be withdrawn again unless otherwise required by applicable law. In addition, if the offer has not been completed within 60 business days after initiation for any reason, bid tickets can be withdrawn at any time after the 60th business day. After the expiration date, the company will issue a press release as soon as possible to state the total principal amount of tickets that were validly bid on and accepted for purchase; if a proportional distribution is required, the company will also indicate the proportional distribution factor and will make reasonable commercial efforts to issue it no later than 10:00 a.m. New York Time on the next business day after the expiration date, or as soon as possible thereafter.
On the condition that all offer conditions have been met or exempted by the company by the maturity date or prior to it (if financing conditions are involved, they must also be met or exempted by the settlement date or prior to it), the company will complete the settlement of all bills that were valid and accepted for purchase on or before the maturity date as soon as possible after the maturity date. The estimated settlement date is around November 16, 2026, which is the fourth business day after the maturity date. If the offer is terminated, the bills that were tendered under the offer will be returned to the tender holders as soon as possible.
The company's obligation to accept valid tendered instruments is subject to the acceptance limit of the offer and to the fulfillment or exemption of certain conditions stipulated in the ‘Tender Offer Letter’, including general conditions and financing conditions. The offer is not conditional upon any tender of instruments for a minimum total principal amount (however, it must meet the minimum denomination requirements listed in the ‘Tender Offer Letter’). To the extent permitted by applicable law, the company reserves the right to decide at its own discretion to exempt any or all of the conditions of the offer (including financing conditions), to extend or terminate the offer, to raise, lower, or cancel the offer limit, or to make any other modifications to the offer.
Almost simultaneously with the initiation of the offer, the company issued new senior secured notes with a maturity date of 2034 (“new notes”), with a total principal amount of $2 billion (“new note issuance”). The company intends to use the net proceeds from the new note issuance, together with its existing cash, to fund the offer and the payment of accrued interest, as well as to cover related premiums, fees, and expenses. The offer is conditional upon the new note issuance being completed on or before the settlement date under terms that the company deems satisfactory (“financing conditions”). If the financing conditions are not met or exempted on or before the settlement date, the company will not be obliged to accept any tendered notes nor will it be required to pay any purchase consideration. The company cannot guarantee the success of the new note issuance. The new note issuance is conducted in accordance with exemptions from the registration requirements of the Securities Act of 1933 and is offered only to qualified investors, in compliance with Rule 144A and Regulation S. This press release and the offer are not an offer to sell new notes, nor are they an invitation to purchase new notes; the new note issuance is neither an offer to purchase notes nor an invitation to sell notes.
The company has appointed Citibank Global Finance Limited ( Citigroup Global Markets Inc ) to act as the transaction manager for this offer ( “ Dealer Manager ” ). Global Bondholder Services Corporation will serve as the bidding and information agent for this offer ( “ Tender and Information Agent ” ). For more information, please contact Citigroup Global Markets Inc , telephone: +1 (800) 558-3745 (toll-free) or +1 (212) 723-6106 (charged), and ask to be transferred to Steve Cheeseman , Kevin Mills , or Joyce Lam . For issues regarding document requests and bid submissions, please call Global Bondholder Services Corporation ; banks and brokers should call (212) 430-3774, while other individuals can call (855) 654-2015 (toll-free), or contact the transaction manager directly. Copies of the tender offer documents are available at the following website: https :// www.gbsc-usa.com / cloud . You may also contact your custodian bank, broker, dealer, commercial bank, trust company, or other holding institution for assistance related to this offer.
The holder of the instrument shall confirm with each bank, securities broker, or other intermediary institution through which the instrument is held, the time by which such intermediary institution needs to receive instructions from the beneficial owner in order to enable the holder to participate in the tender or withdraw participation instructions before the deadlines specified in this document and the Tender Offer Letter. The deadlines for submitting and withdrawing tender instructions set by any such intermediary institution and DTC may be earlier than the relevant deadlines listed in this document and the Tender Offer Letter.
This press release is neither an offer to purchase notes or any other securities nor an invitation to sell notes or any other securities. The offer is made solely in accordance with the Tender Offer Letter and is directed only to the relevant persons and jurisdictions permitted by applicable law. The information contained in this press release is subject to the Tender Offer Letter. The company, the transaction manager, and the bidding and information agents shall not give any advice as to whether holders should bid for their notes under the offer. Holders must decide for themselves whether to bid for their notes and, if so, how much principal to bid.
Forward-looking statements
This press release contains statements that express our opinions, expectations, beliefs, plans, objectives, assumptions, or predictions regarding future events or future results, and therefore constitute or may be deemed to constitute “forward-looking statements” as defined by the “Safe Harbor Provisions” of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include all non-historical facts, including statements related to our intentions, beliefs, or current expectations regarding the completion of the offering and the issuance of new securities. Such forward-looking statements can typically be identified by the use of forward-looking language such as “believes,” “estimates,” “expects,” “anticipates,” “plans,” “intends,” “projects,” “may,” “will,” “should,” and their negative forms, as well as other similar expressions. These forward-looking statements are based on current market information available to us as well as management’s expectations, beliefs, and projections regarding future events that may affect us. These forward-looking statements involve various risks and uncertainties (some of which are beyond our control) or other assumptions that could cause actual results or performance to differ significantly from those expressed or implied in these forward-looking statements. Among other factors, these differences could result from general market conditions that may affect the offering and the issuance of new securities, as well as other factors described in the Tender Offer Letter. There is no guarantee that future developments affecting us will be as we anticipate. If one or more of these risks or uncertainties materialize, or if any assumptions prove to be incorrect, actual results may differ significantly from those predicted in these forward-looking statements. Except as required by securities laws, we have no obligation to update or revise any forward-looking statements due to new information, future events, or other reasons.
About Cloud Software Group
Cloud Software Group provides reliable software for critical tasks, helping customers to evolve, compete, and succeed in cloud, multi-cloud, hybrid, on-premises, and edge deployment environments. Its product portfolio includes Citrix, TIBCO, Spotfire, ibi, DataSynapse, ON EBX, Arctera, Enterprise Vault, and InfoScale, offering solutions for secure application delivery, automation, collaboration, data management, and advanced analytics.
