Azurite Intermediate Holdings, Inc. - Tender Offer and Consent Solicitation (US) - Extension

Azurite Intermediate Holdings, Inc. Announces Extension of Tender Offer - US02156BAG86 - USU02077AA05

---

14 MARCH 2024

Full announcement including disclaimers and offer/distribution restrictions available via Prnewsiwre: Source: Azurite Intermediate Holdings, Inc.

SANTA MONICA, Calif., March 14, 2024 /PRNewswire/ -- Azurite Intermediate Holdings, Inc. (the "Offeror") announced today that it has amended the terms of the previously announced cash tender offer (the "Tender Offer") and consent solicitation (together with the Tender Offer, the "Tender Offer and Consent Solicitation"), to purchase for cash any and all of the outstanding 8.750% Senior Notes due 2028 (the "Notes") of Alteryx, Inc., a Delaware corporation ("Alteryx" or the "Issuer"), from the holders thereof (the "Holders"), to extend the expiration date from 5:00 p.m., New York City time, on March 14, 2024 to 5:00 p.m., New York City time, on March 28, 2024 (as so extended, and as may be further extended, the "Expiration Date"). Capitalized terms used but not defined herein have the meanings ascribed to them in the Offeror's Offer to Purchase and Consent Solicitation Statement, dated February 14, 2024 (the "Statement").

Holders have until the Expiration Date, unless further extended or earlier terminated, to tender their Notes with Consents pursuant to the Tender Offer. Holders who validly tender Notes with Consents at or before the Expiration Date will receive the Total Consideration listed below, which includes the Early Participation Premium.  Holders are not entitled to withdraw previously tendered Notes or revoke consents delivered pursuant to the Consent Solicitation, unless otherwise required by law.  Subject to the satisfaction or waiver of the conditions of the Tender Offer, the Settlement Date is expected to be on a date promptly following the Expiration Date, which may no longer coincide with and may be after the closing date of the Merger.

The table below sets forth the consideration payable in connection with the Tender Offer:

...

---

Azurite Intermediate Holdings, Inc. Announces that the Early Participation Premium Shall Apply through the Expiration Date in Connection with Its Previously Announced Notes Tender Offer - US02156BAG86 - USU02077AA05

---

28 FEBRUARY 2024

Full announcement including disclaimers and offer/distribution restrictions available via Prnewsiwre: Source: Azurite Intermediate Holdings, Inc.

"SANTA MONICA, Calif., Feb. 28, 2024 /PRNewswire/ -- Azurite Intermediate Holdings, Inc. (the "Offeror") previously announced an offer to purchase (the "Tender Offer") for cash any and all outstanding 8.750% Senior Notes due 2028 (the "Notes") of Alteryx, Inc., a Delaware corporation ("Alteryx" or the "Issuer"), and consent solicitation (together with the Tender Offer, the "Tender Offer and Consent Solicitation").  The Offeror announced today that the Early Participation Premium of $50.00 per $1,000 principal amount of the Notes shall apply to all Notes validly tendered (and not validly withdrawn) with Consents at or before the Expiration Date.  As such, Holders who validly tender their Notes after the Early Tender Date but prior to the Expiration Date, and to the extent their Notes are accepted for purchase pursuant to the Tender Offer, will receive the Total Consideration of $1,012.50 per $1,000 principal amount of the Notes validly tendered (and not validly withdrawn) with Consents instead of receiving the Tender Consideration. The Total Consideration for the Notes is the same consideration as that received by Holders of Notes validly tendered (and not validly withdrawn) with Consents at or prior to the Early Tender Date and accepted for purchase.  Holders will also receive accrued and unpaid interest from the last interest payment date applicable to the Notes up to, but excluding, the Settlement Date for the Notes accepted for purchase.  Except as otherwise provided herein, capitalized terms used but not defined herein have the meanings ascribed to them in the Offeror's Offer to Purchase and Consent Solicitation Statement, dated February 14, 2024 (the "Statement")."

...

---

Azurite Intermediate Holdings, Inc. Announces Commencement of Tender Offer and Consent Solicitation for Alteryx, Inc.'s Senior Notes - US02156BAG86 - USU02077AA05

---

14 FEBRUARY 2024

Full announcement including disclaimers and offer/distribution restrictions available via Prnewsiwre: Source: Azurite Intermediate Holdings, Inc.

SANTA MONICA, Calif., Feb. 14, 2024 /PRNewswire/ -- Azurite Intermediate Holdings, Inc. (the "Offeror" or "Parent") today announced that it has commenced a cash tender offer (the "Tender Offer") to purchase for cash any and all of the outstanding 8.750% Senior Notes due 2028 (the "Notes") of Alteryx, Inc. (the "Issuer")  from the holders thereof (the "Holders"). In connection with the Tender Offer, the Offeror is soliciting the consents ("Consents") of the Holders (the "Consent Solicitation") to certain proposed amendments (the "Proposed Amendments") to the indenture relating to the Notes, dated as of March 6, 2023 (as amended and supplemented through the date hereof, the "Indenture").

The Offeror is commencing the Tender Offer and the Consent Solicitation in connection with, and expressly conditioned upon, the consummation of the merger pursuant to the merger agreement, dated December 18, 2023 (the "Merger Agreement"), by and among the Issuer, Parent, and Azurite Merger Sub, Inc., a Delaware corporation ("Merger Sub") and wholly owned subsidiary of Parent. The consummation of the Merger is not conditioned upon, either directly or indirectly, the consummation of the Tender Offer or the receipt of the Requisite Consents (as defined below). Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Issuer (the "Merger"), with the Issuer surviving the Merger and becoming a wholly owned subsidiary of Parent.

Tender Offer and Consent Solicitation

The Tender Offer will expire at 5:00 p.m., New York City time, on March 14, 2024, unless extended or earlier terminated (such date and time, as may be extended, or earlier terminated, the "Expiration Date"). Under the terms of the Tender Offer, Holders who validly tender their Notes and provide their consents to the Proposed Amendments and do not validly withdraw their Notes and consents at or prior to 5:00 p.m., New York City time, on February 28, 2024 (such date and time, as may be extended, the "Early Tender Date") will receive an amount equal to $1,012.50 per $1,000.00 in principal amount of Notes (the "Total Consideration"), which amount includes an early participation premium equal to $50.00 per $1,000.00 in principal amount of Notes (the "Early Participation Premium"). Holders who validly tender their Notes and provide their consents to the Proposed Amendments after the Early Tender Date but at or prior to the Expiration Date will receive an amount equal to $962.50 per $1,000.00 in principal amount of Notes (the "Tender Consideration"). The Offeror may accept Notes for purchase and make any applicable payments in connection with the Tender Offer or the Consent Solicitation through one or more of its subsidiaries or affiliates.

...