the Notes (and are likely to do so on each exercise date for the capped call transactions, which are expected to occur during the 40 trading day period beginning on the 41st scheduled trading day prior to the maturity date of the Notes, or following any termination of any portion of the capped call transactions in connection with any repurchase, redemption, or early conversion of the Notes). This activity could also cause or avoid an increase or a decrease in the market price of Avalara’s common stock or the Notes, which could affect the ability of holders of the Notes to convert such notes and, to the extent the activity occurs during any observation period related to a conversion of the Notes, it could affect the number of shares and value of the consideration that holders of the Notes will receive upon conversion of the Notes.
In addition, if any such capped call transaction fails to become effective, whether or not this offering of the notes is completed, the Capped Call Counterparty party thereto may unwind its hedge positions with respect to Avalara’s common stock, which could adversely affect the value of Avalara’s common stock and, if the Notes have been issued, the value of the Notes.
This offering is being made to qualified institutional buyers pursuant to Rule 144A under the Securities Act. Any offers of the Notes will be made only by means of a private offering memorandum. None of the Notes or any shares of Avalara’s common stock issuable upon conversion of the Notes have been or are expected to be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation, or any sale in any jurisdiction in which such offer, solicitation, or sale is unlawful.
Forward-Looking Statements
This press release contains “forward-looking” statements that are based on information currently available to Avalara and Avalara’s current expectations and assumptions regarding capital market conditions, its business, the economy, and other future conditions. Forward-looking statements include all statements that are not historical facts, such as statements concerning Avalara’s offering of the Notes, the potential effects of the capped call transactions, and the intended use of the net proceeds of this offering, and can be identified by words such as “could,” “expect,” “intend,” “may,” “proposed,” “will,” or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual events to differ from Avalara’s plans. These risks include, but are not limited to, whether Avalara will consummate the offering of the Notes and the capped call transactions on the expected terms, or at all, market and other general economic conditions, whether Avalara will be able to satisfy the conditions required to close any sale of the Notes or the capped call transactions and the fact that Avalara’s management will have broad discretion in the use of the proceeds from any sale of the Notes, and other risks included in the section titled “Risk Factors” in Avalara’s filings and reports with the Securities and Exchange Commission (the “SEC”), including in Avalara’s Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on February 25, 2021. In addition, forward-looking statements contained in this press release are based on assumptions that Avalara believes to be reasonable as of this date. Except as required by law, Avalara assumes no obligation to update these forward-looking statements as a result of new information, future events, changes in expectations, or otherwise.
