Envestnet, Inc. Announces Pricing and Upsizing of Convertible Notes Offering

CHICAGO--()--Envestnet, Inc. (NYSE:ENV) (the “Company”), a leading provider of unified wealth management technology and services to investment advisors and wealth managers, announced today that it has priced an offering of $150.0 million aggregate principal amount of 1.75% convertible notes due 2019 (the “Notes”), which will be sold in an underwritten public offering. The size of the offering was increased by $25 million from the previously announced offering size of $125 million. The Company also granted to the underwriters of the Notes an option to purchase within a 30-day period up to an additional $22.5 million aggregate principal amount of Notes to cover over-allotments. The sale is expected to close on December 15, 2014, subject to customary closing conditions. Stifel, Credit Suisse and BMO Capital Markets are acting as joint book-running managers, and Sandler O’Neill + Partners, L.P., Sterne Agee and William Blair are acting as co-managers for the offering.

The Notes will be general unsecured obligations, subordinated in right of payment to the Company’s obligations under its revolving credit facility.

The Notes will mature on December 15, 2019, unless earlier purchased or converted. Interest will accrue on the Notes at a rate of 1.75% per year and will be payable semiannually in arrears on June 15 and December 15 of each year, beginning on June 15, 2015.

The Notes will be convertible at the option of the holders, prior to the close of business on the business day immediately preceding July 1, 2019 only under certain circumstances and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. The initial conversion rate for the Notes will be 15.9022 shares of the Company’s common stock for each $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $62.88 per share of the Company’s common stock). Upon conversion, the Notes may be settled, at the Company’s election, in cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock.

The Company estimates that the net proceeds from the sale of the Notes, after deducting underwriting discounts and offering expenses, will be approximately $145.1 million (or approximately $166.9 million if the underwriters exercise in full their option to purchase additional Notes). The Company expects to use the net proceeds of the offering for general corporate purposes, including for selective strategic investments through acquisitions, alliances or other transactions

This announcement is neither an offer to sell nor a solicitation of an offer to buy the Notes (or the shares of the Company’s common stock into which the Notes are convertible), nor will there be any offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

The offering is being made only by means of a prospectus supplement and accompanying prospectus. When available, you may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus supplement and accompanying prospectus may be obtained by contacting Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, California 94104, by telephone at (415) 364-2720 or by email to syndprospectus@stifel.com; or by contacting Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, One Madison Avenue, New York, NY 10010, by telephone at (800) 221-1037, or by email to newyork.prospectus@credit-suisse.com; or by contacting BMO Capital Markets Corp., Attention: Equity Syndicate Department, 3 Times Square, 27th Floor, New York, NY 10036, by telephone at (800) 414-3627 or by email to bmoprospectus@bmo.com.

Cautionary Statement

The statements in this release relating to the terms and timing of the proposed offering and the expected use of proceeds from the offering are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause actual results to differ materially, including, but not limited to, the anticipated closing date of the offering, the anticipated use of the proceeds of the offering, which could change as a result of market conditions or for other reasons, and the impact of general economic, industry or political conditions in the United States or internationally. Factors that could cause such differences are described in the Company’s prospectus supplement and the Company’s periodic filings with SEC.

You are cautioned not to place undue reliance on the Company’s forward-looking statements, which speak only as of the date such statements are made. The Company does not undertake any obligation to publicly update any forward-looking statements to reflect events, circumstances or new information after this December 10, 2014 press release, or to reflect the occurrence of unanticipated events.

About Envestnet

Envestnet, Inc. (NYSE:ENV) is a leading provider of unified wealth management technology and services to investment advisors. Our open-architecture platforms unify and fortify the wealth management process, delivering unparalleled flexibility, accuracy, performance and value. Envestnet solutions enable the transformation of wealth management into a transparent, independent, objective and fully-aligned standard of care, and empower advisors to deliver better results.

Envestnet’s Advisor Suite® software empowers financial advisors to better manage client outcomes and strengthen their practice. Envestnet provides institutional-quality research and advanced portfolio solutions through our Portfolio Management Consultants group, Envestnet | PMC®. Envestnet | Tamarac provides leading rebalancing, reporting and practice management software.


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