Alkami Prices $300 Mln Convertible Notes Offering To Fund MANTL Acquisition And Growth

(RTTNews) - Alkami Technology, Inc. (ALKT), a provider of cloud-based digital banking solutions, Monday has priced a $300 million private offering of 1.50% convertible senior notes due 2030. The offering, conducted under Rule 144A of the Securities Act, is set to settle on March 13, 2025, subject to customary closing conditions. An additional $45 million in notes may be issued if the initial purchasers exercise their option within 13 days.

The unsecured senior notes will accrue 1.50% annual interest, payable semi-annually starting September 15, 2025, and will mature on March 15, 2030, unless earlier converted, redeemed, or repurchased. Noteholders may convert the notes under certain conditions before November 15, 2029, and at any time thereafter until two trading days before maturity. Alkami can settle conversions through cash, common stock, or a combination. The initial conversion price of $32.82 per share reflects a 37.5% premium over Alkami's March 10, 2025 closing price of $23.87. Redemption may occur after March 20, 2028, if Alkami's stock exceeds 130% of the conversion price for a specified period.

In the event of a fundamental change, noteholders can require Alkami to repurchase the notes for cash at face value plus accrued interest. The estimated net proceeds of $290.3 million (or $334 million if the overallotment is exercised) will fund capped call transactions, the pending MANTL acquisition, and general corporate purposes. The offering is not contingent on the MANTL acquisition closing.

Alkami has entered into capped call transactions to mitigate dilution and offset potential excess cash payments upon note conversion. The capped call has an initial $47.74 per share limit, a 100% premium over the March 10, 2025, closing price. Option counterparties may engage in hedging activities affecting Alkami's stock price.

The notes and related common stock are unregistered under the Securities Act and will be sold only to qualified institutional buyers. This announcement does not constitute an offer to sell or solicit the purchase of securities.

ALKT is currently trading at $23.75 or 0.52% lower on the Nasdaq Global Select Market.