Pegasystems Inc 8-K, filed May 12, 2023
Pegasystems Inc (PEGA)
About this 8-K
Pegasystems Inc filed this 8-K on May 12, 2023, reporting on events of May 11, 2023.
Items reported
- Item 7.01: Regulation FD disclosure
UNITED STATES
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| Item 7.01. | Regulation FD Disclosure. |
Repurchase of Convertible Notes
Pegasystems Inc. (the “Company”) today announced that it had repurchased $35.73 million in original principal amount of the Company’s 0.75% convertible senior notes due 2025 (the “Notes”) at a discounted price of $90.87 per $100.00 in original principal amount, plus accrued but unpaid interest, in a privately negotiated transaction. Following the Note repurchase, $531.27 million in original principal amount of Notes remain outstanding.
The Company may from time to time seek to retire or purchase additional outstanding Notes through cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, the Company’s liquidity requirements, contractual restrictions and other factors. The amounts involved in any such transactions, individually or in the aggregate, may be material. Further, any such purchases or exchanges may result in the Company acquiring and retiring a substantial amount of the Notes, which could impact the trading liquidity of the Notes, and any such purchases or exchanges may also affect the market price of the Company’s common stock.
Note Regarding 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. These statements include, but are not limited to, statements relating to the potential impact of Note repurchases on the market price of the Company’s common stock and any future Note repurchase the Company may undertake.
These statements are based on the Company’s current plans and expectations and involve risks and uncertainties that could cause actual future activities and results of operations to be materially different from those set forth in the forward-looking statements. Among the factors that could cause actual results to differ materially from those indicated in the forward-looking statements are: changes in the price of the Company’s common stock and Notes, and changes in the convertible note and the capital markets, generally. The Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. For further information, please refer to the Company’s reports and filings with the Securities and Exchange Commission.
The forward-looking statements in this Form 8-K represent the Company’s view as of May 12, 2023.
The information in this Item 7.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.
SIGNATURE
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 thereunto duly authorized.
| Pegasystems Inc. | ||||||
| Dated:May 12, 2023 | By: | /s/ Ken Stillwell | ||||
| Kenneth Stillwell | ||||||
| Chief Operating Officer and Chief Financial Officer (Principal Financial Officer) | ||||||