UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 11, 2021
Q2 HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware | | 001-36350 | | 20-2706637 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
13785 Research Blvd, Suite 150
Austin, Texas 78750
(Address of Principal Executive Offices, and Zip Code)
(512) 275-0072
Registrant's Telephone Number, Including Area Code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.0001 par value | QTWO | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
Repurchase Transactions
On May 11, 2021, Q2 Holdings, Inc. (the “Q2,” “we,” “us” or “our”) entered into privately negotiated repurchase agreements (the “Repurchase Agreements”), with certain holders of its outstanding 0.75% Convertible Senior Notes due 2023 (the “2023 Notes”) for the repurchase (the “Repurchases”) of $24.5 million aggregate principal amount of the 2023 Notes for a cash purchase price to be determined based on a six-day averaging period as set forth in the Repurchase Agreements. The Repurchases are expected to settle concurrently on or about May 24, 2021, subject to customary closing conditions. Following the settlement of the Repurchases, $23.5 million in aggregate principal amount of 2023 Notes will remain outstanding with terms unchanged, assuming no additional repurchases will occur prior to or at settlement.
Bond Hedge and Warrant Unwind Transactions
On May 11, 2021, in connection with the Repurchases with respect to the 2023 Notes, Q2 entered into agreements with certain financial institutions (the “Existing Option Counterparties”) to terminate 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 Terminations and the related unwinding of the existing hedge position of the Existing Option Counterparties with respect to such transactions, such Existing Option Counterparties and/or their respective affiliates may sell shares of Q2’s common stock in secondary market transactions, and/or unwind various derivative transactions with respect to the common stock.
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 whether Q2 will consummate the Repurchases, and 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 “Risk Factors” sections contained in Q2’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021, 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.q2.com/.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | | Description |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Q2 HOLDINGS, INC. |
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| May 12, 2021 | /s/ David J. Mehok David J. Mehok Chief Financial Officer |
