Item 8.01. Other Events.
Repurchase Transactions
On May 24, 2021, Q2 Holdings, Inc. ("Q2") settled the previously announced
repurchases of $24.5 million aggregate principal amount of its outstanding 0.75%
Convertible Senior Notes due 2023 (the "2023 Notes"), plus an additional $11.7
million aggregate principal amount of its 2023 Notes, with an additional $0.9
million aggregate principal amount to settle on May 25, 2021, in each case
pursuant to privately negotiated repurchase agreements, for a total of $37.1
million aggregate principal amount of the 2023 Notes repurchased, for an
aggregate cash purchase price of $63.7 million (the "Repurchases"). Following
the settlement of the Repurchases, $10.9 million in aggregate principal amount
of 2023 Notes will remain outstanding with terms unchanged.
Bond Hedge and Warrant Unwind Transactions
On May 24, 2021, in connection with the Repurchases with respect to the 2023
Notes, Q2 and certain financial institutions (the "Existing Option
Counterparties") terminated a portion of: (i) the convertible note hedge
transactions entered into in connection with the issuance of the 2023 Notes in a
notional amount corresponding to the principal amount of such 2023 Notes
repurchased and (ii) the warrant transactions with the Existing Option
Counterparties entered into in connection with the issuance of the 2023 Notes
with respect to a number of shares equal to the notional shares underlying such
2023 Notes repurchased (together, the "Terminations"). In connection with the
Terminations, Q2 received net proceeds from the Existing Option Counterparties
equal to approximately $6.6 million, which it intends to use for general
corporate purposes.
Forward-looking Statements:
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 regarding the
planned offering. Words such as "anticipates," "estimates," "expects,"
"projects," "forecasts," "intends," "plans," "will," "believes" and words and
terms of similar substance used in connection with any discussion identify
forward-looking statements. These forward-looking statements are based on
management's current expectations and beliefs about future events and are
inherently susceptible to uncertainty and changes in circumstances. Except as
required by law, Q2 is under no obligation to, and expressly disclaim any
obligation to, update or alter any forward-looking statements whether as a
result of such changes, new information, subsequent events or otherwise. With
respect to the Repurchases and the Terminations, such uncertainties and
circumstances include the use of the net proceeds from the Terminations. Various
factors could also adversely affect Q2's operations, business or financial
results in the future and cause Q2's actual results to differ materially from
those contained in the forward-looking statements, including those factors
discussed in detail in the "Special Note Regarding Forward-Looking Statements"
in Part I, Item 2 of Q2's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2021, and the risk factors described in Part I, Item 1A of Q2's
Annual Report on Form 10-K for the fiscal year ended December 31, 2020, each
filed with the Securities and Exchange Commission and available on the SEC
Filings section of the Investor Services section of Q2's website at
http://investors.q2ebanking.com/.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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