MeridianLink Announces Pricing of Secondary Offering of 6,906,015 Shares by Certain Selling Stockholders and Related Common Stock Repurchase
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The secondary offering of 6,906,015 shares by MeridianLink, Inc. at $19.00 per share represents a significant event for the company and its investors. The increase in the number of shares from the initial announcement indicates a potentially higher demand than anticipated. A critical aspect to consider is the company's decision to repurchase 2,406,015 shares, which could be a strategic move to signal confidence in its own stock and potentially stabilize the share price post-offering.
Investors should note that the company will not receive proceeds from the shares sold by the Selling Stockholders, which means the capital structure of the company will not be directly affected by the influx of cash. However, the repurchase of shares using existing cash reserves will reduce the company's cash on hand, which could impact its liquidity and ability to invest in growth opportunities or manage debt. The involvement of multiple reputable financial institutions as book-runners and co-managers suggests a high level of interest and credibility in the offering.
The offering's impact on the stock market for MeridianLink may depend on investor perception of the stock repurchase plan and secondary offering. The repurchase could be interpreted as a positive signal, as it often suggests that the company believes the stock is undervalued. On the other hand, the increase in the overall share count could dilute existing shares, which might be a concern for current shareholders.
It is also essential to consider the broader market context. If the software platform industry for financial institutions is on an upward trend, the additional shares might be absorbed without much volatility. However, in a bearish market, the offering could put downward pressure on the stock price. The timing of the offering, in relation to the company's performance and market conditions, will be a key factor in its reception by the market.
The offering is being conducted under an effective shelf registration statement, which allows for the sale of securities to the public without the need for a separate SEC registration for each offering. This indicates that MeridianLink is planning for potential future capital raising activities in an efficient manner. The legal framework of the offering, including the involvement of the SEC and adherence to state and jurisdictional securities laws, is crucial to ensure the offering's legality and to protect investors.
Prospective and current investors should pay close attention to the final prospectus supplement, which will provide detailed information about the offering's terms, risks and the company's financial position. The transparency and thoroughness of the prospectus are essential for investor confidence and compliance with disclosure regulations.
In connection with the Offering, the Company intends to purchase from the underwriters 2,406,015 shares of the Company’s common stock at a price per share equal to the price per share at which the underwriters purchase shares of the Company’s common stock in the Offering (the “Stock Repurchase”). The Company intends to fund the Stock Repurchase with existing cash on hand.
Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are acting as lead book-running managers for the Offering. BofA Securities, Barclays and Raymond James & Associates, Inc. are acting as book-running managers, and William Blair, BTIG, Nomura Securities International, Inc., Stifel, Blaylock Van, Samuel A. Ramirez & Company, Inc., Roberts & Ryan Investments, Inc. and Tigress Financial Partners LLC are acting as co-managers.
The Offering is being made pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-276336), which was filed with the Securities and Exchange Commission (“SEC”) on December 29, 2023 and became effective on January 8, 2024. The Offering will be made only by means of a prospectus supplement and the accompanying base prospectus. A preliminary prospectus supplement and accompanying base prospectus relating to the offering have been filed with the SEC and are available on the SEC’s website at www.sec.gov. A final prospectus supplement and accompanying prospectus will be filed with the SEC. Alternatively, copies of the preliminary prospectus supplement, once available, and the accompanying base prospectus may be obtained by contacting: Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release contains statements which are not historical facts and are considered forward-looking within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Generally, these statements can be identified by the use of words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “seeks,” “should,” “will,” and variations of such words or similar expressions, although not all forward-looking statements contain these identifying words. Further, statements describing our strategy, outlook, guidance, plans, intentions, or goals are also forward-looking statements. These forward-looking statements reflect our predictions, expectations, or forecasts, including, but not limited to, statements regarding the Offering and Stock Repurchase on the anticipated terms or at all; market conditions; the satisfaction of customary closing conditions related to the Offering and Stock Repurchase; and the expected closing of the Offering and Stock Repurchase. Actual results may differ materially from those described in the forward-looking statements and will be affected by a variety of risks and factors that are beyond our control including, without limitation, changes in market and economic condition and in the selling stockholders’ plan of Offering, as well as those risks set forth in Item 1A. Risk Factors, or elsewhere, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, any updates in our Quarterly Reports on Form 10-Q filed for periods subsequent to such Form 10-K, and our other SEC filings, including the prospectus and prospectus supplement pursuant to which the Offering will be made. These forward-looking statements are based on reasonable assumptions as of the date hereof. The plans, intentions, or expectations disclosed in our forward-looking statements may not be achieved, and you should not rely upon forward-looking statements as predictions of future events. We undertake no obligation, other than as required by applicable law, to update any forward-looking statements, whether as a result of new information, future events, or otherwise.
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Press Contact
Becky Frost
(714) 784-5839
media@meridianlink.com
Investor Relations Contact
Gianna Rotellini
(714) 332-6357
InvestorRelations@meridianlink.com
Source: MeridianLink, Inc.
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