Consensus Cloud Solutions, Inc. (NASDAQ: CCSI) (the “Company” or “Consensus”) announced today the pricing of the previously announced underwritten offering of 2,000,000 shares of its common stock currently owned by Ziff Davis, Inc. (“Ziff Davis”), Consensus’s former parent company at a price of $41.00 per share (before underwriting discounts and commissions). Consensus is not selling any shares and will not receive any proceeds from the sale of the shares in the offering and will not receive any proceeds from the debt-for-equity exchange (as described below).
Prior to the closing of the offering, Ziff Davis intends to exchange 2,000,000 shares of Consensus common stock for indebtedness of Ziff Davis that will be owned by J.P. Morgan Securities LLC and Citicorp North America, Inc. J.P. Morgan Securities LLC and Citicorp North America, Inc., as the selling stockholders in the offering, intend to sell these shares of Consensus common stock to the underwriters in connection with the public offering. Ziff Davis will also offer to exchange with J.P. Morgan Securities LLC and Citicorp North America, Inc. up to an additional 300,000 shares of Consensus common stock for indebtedness of Ziff Davis that will be owned by J.P. Morgan Securities LLC and Citicorp North America, Inc., and the selling stockholders have granted the underwriters a 30-day option to purchase up to such additional 300,000 shares of common stock of Consensus at the public offering price. The offering is expected to close on June 14, 2022.
J.P. Morgan Securities LLC, Evercore Group L.L.C. and Citigroup Global Markets Inc. are acting as joint book-running managers and underwriters for the offering and LionTree Advisors LLC and MUFG Securities Americas Inc. are acting as co-managers and underwriters for the offering.
The Company has filed a shelf registration statement (including a prospectus) on Form S-1 with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. The registration statement was declared effective on June 9, 2022. Before you invest, you should read the base prospectus in that registration statement, the accompanying prospectus supplement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may obtain these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies of the prospectus supplement and accompanying base prospectus relating to the offering, when available, may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (866) 803-9204 or by e-mail at email@example.com; Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, NY 10055, by telephone at (888) 474-0200 or by e-mail at firstname.lastname@example.org; and Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by telephone at 800-831-9146.
This press release shall not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Consensus Cloud Solutions, Inc. (NASDAQ: CCSI) is a global leader of digital cloud transmission and interoperability solutions. The company leverages its 25-year technology heritage to provide secure solutions that transform simple digital documents into actionable information, including advanced healthcare standards HL7 and FHIR for secure data exchange. Consensus offers eFax CorporateTM, a leading global cloud faxing solution; Consensus Signal for automatic real-time healthcare communications; Consensus Clarity, a Natural Language Processing and Artificial Intelligence solution; Consensus Unite and Consensus Harmony interoperability solutions; and jSignTM for secure digital signatures built on blockchain.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may be identified by the use of words such as “anticipate”, “believe”, “expect”, “estimate”, “plan”, “outlook”, and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on historical information available at the time the statements are made and are based on management’s reasonable belief or expectations with respect to future events, and are subject to risks and uncertainties, many of which are beyond the Company’s control, that could cause actual performance or results to differ materially from the belief or expectations expressed in or suggested by the forward-looking statements. These risks and uncertainties include, among other items: the Company’s ability to grow fax revenues, profitability and cash flows; the Company’s ability to identify, close and successfully transition acquisitions; subscriber growth and retention; variability of the Company’s revenue based on changing conditions in particular industries and the economy generally; protection of the Company’s proprietary technology or infringement by the Company of intellectual property of others; the risk of adverse changes in the U.S. or international regulatory environments, including but not limited to the imposition or increase of taxes or regulatory-related fees; general economic and political conditions, including political tensions and war (such as the ongoing conflict in Ukraine); and the numerous other factors set forth in the Company’s filings with the SEC. Forward-looking statements speak only as of the date on which they are made and the Company undertakes no obligation to update any forward-looking statement to reflect future events, developments or otherwise, except as may be required by applicable law. Investors are referred to the Company’s filings with the SEC, including its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, for additional information regarding the risks and uncertainties that may cause actual results to differ materially from those expressed in any forward-looking statement.
Consensus Cloud Solutions, Inc