FORT LAUDERDALE, Fla., Nov. 2, 2026 /PRNewswire/ — Cloud Software Group Holdings, Inc. (“Cloud Software Group” or the “Company”) has commenced a cash tender offer (the “Offer”) to purchase the outstanding notes described below, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 2, 2026 (the “Offer to Purchase”).
The Company is offering to purchase in the Offer its 9.00% Senior Secured Second Lien Notes due 2029 (the “Notes”) for the Consideration (as defined below), subject to a $2,000,000,000 cap on the aggregate principal amount of Notes purchased in the Offer (the “Tender Cap”), subject to proration and the terms and conditions set forth in the Offer to Purchase. For the avoidance of doubt, the Tender Cap for Notes purchased in the Offer shall exclude the Accrued Coupon Payment (as defined below). Subject to applicable law, the Company may, but is under no obligation to, increase, decrease or eliminate the Tender Cap at any time. In the event proration is required with respect to the Notes, the Company will multiply the principal amount of each valid tender of such Notes by the proration rate and round the resulting amount down to the nearest $1,000 principal amount in order to determine the principal amount of such tender that will be accepted pursuant to the Offer. The excess principal amount of Notes not accepted from the tendering holders of the Notes (the “Holders”) will be promptly returned to such Holders, and if this excess principal amount of Notes is less than $2,000, the Company may either accept or reject all such tendering Holders’ validly tendered Notes in its sole discretion. Any Notes that are accepted for purchase by the Company in the Offer will be retired and canceled. With respect to any (i) increase or decrease in the percentage of the Notes accepted for payment in the Offer or (ii) change in the Consideration, such increase, decrease or change will be communicated by a press release or other public announcement that is widely disseminated by the Company no later than 9:00 a.m., New York City time, on the third business day before the scheduled Expiration Date (as defined below) and, if necessary, the Company will extend the Offer so that such announcement is made no later than such time; provided that the Company may increase the amount of Notes accepted for payment in the Offer by no more than 2% of the outstanding Notes without amending or extending the Offer and without issuing a press release or other public announcement. Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase.
Notes
CUSIP No. / ISIN(1)
Aggregate Principal
Amount Outstanding
Tender Cap(2)
Consideration(3)
9.00% Senior Secured
Second Lien Notes due 2029
144A: 18912U AA0 /
US18912UAA07
Reg S: U18898 AA1
/ USU18898AA16
IAI: 18912U AB8 /
US18912UAB89
$3,733,172,000
$2,000,000,000
$1,017.50
(1)
No representation is made as to the correctness or accuracy of the CUSIP numbers or ISINs listed herein or printed on the Notes. Such information is provided solely for the convenience of the Holders.
(2)
The Tender Cap represents the maximum aggregate principal amount of Notes to be purchased pursuant to the Offer. The Company reserves the right, but is under no obligation, to increase, decrease or eliminate the Tender Cap at any time, without extending the Withdrawal Deadline (as defined below) or otherwise reinstating withdrawal rights of Holders, subject to applicable law, which could result in the Company purchasing a greater or lesser aggregate principal amount of Notes in the Offer. There can be no assurance that the Company will exercise its right to increase, decrease or eliminate the Tender Cap. If the Company increases, decreases or eliminates the Tender Cap, the Company reserves the right to extend the Expiration Date.
(3)
The consideration (the “Consideration”) represents the amount payable per $1,000 principal amount of Notes validly tendered and accepted for purchase by the Company. The Consideration excludes Accrued Interest (as defined below), which will be paid in addition to the Consideration.
Upon the terms and subject to the conditions set forth in the Offer to Purchase, Holders of Notes that are validly tendered and not validly withdrawn at or prior to the Expiration Date and accepted for purchase pursuant to the Offer will receive the Consideration for each $1,000 principal amount of such Notes, in cash, on the Settlement Date. In addition to the Consideration, Holders whose Notes are accepted for purchase will receive a cash payment equal to the accrued and unpaid interest on such accepted Notes from and including the immediately preceding interest payment date for such Notes to, but excluding, the Settlement Date (the “Accrued Interest,” and the payment thereof, the “Accrued Coupon Payment”). Accrued Interest will cease to accrue on the Settlement Date for all Notes accepted in the Offer. Under no circumstances will any interest be payable because of any delay in the transmission of funds to Holders by The Depository Trust Company (“DTC”) or its participants.
The Offer will expire at 5:00 p.m., New York City time, on November 9, 2026, unless extended or earlier terminated by the Company (such time and date, as the same may be extended or terminated by the Company in its sole discretion, subject to applicable law, the “Expiration Date”). Tenders of Notes submitted after the Expiration Date will not be valid. Tendered Notes may be validly withdrawn at any time at or prior to the earlier of (i) the Expiration Date and (ii) if the Offer is extended, the 10th business day after commencement of the Offer (such time and date, as the same may be extended by the Company in its sole discretion, the “Withdrawal Deadline”), but may not thereafter be validly withdrawn, unless otherwise required by applicable law. In addition, tendered Notes may be validly withdrawn at any time after the 60th business day after commencement of the Offer if for any reason the Offer has not been consummated within 60 business days after commencement of the Offer. Promptly after the Expiration Date (and, if proration is required, using commercially reasonable efforts to do so no later than 10:00 a.m., New York City time, on the next business day after the Expiration Date, or as soon thereafter as practicable), the Company will issue a press release specifying the aggregate principal amount of Notes validly tendered and accepted for purchase in the Offer and, if proration is required, the proration factor.
Provided that all conditions to the Offer have been satisfied or waived by the Company on or prior to the Expiration Date (or, in the case of the Financing Condition (as defined below), on or prior to the Settlement Date), the Company will settle all Notes validly tendered at or prior to the Expiration Date and accepted for purchase in the Offer on a date promptly following the Expiration Date (the “Settlement Date”), which is expected to be on or about November 16, 2026, the fourth business day after the Expiration Date. If the Offer is terminated, Notes tendered pursuant to the Offer will promptly be returned to the tendering Holders.
The Company’s obligation to accept Notes validly tendered in the Offer is subject to the Tender Cap and to the satisfaction or waiver by the Company of certain conditions described in the Offer to Purchase, including the General Conditions and the Financing Condition. The Offer is not conditioned upon the tender of any aggregate minimum principal amount of Notes (subject to minimum denomination requirements as set forth in the Offer to Purchase). Subject to applicable law, the Company expressly reserves the right, in its sole discretion, to waive any and all conditions to the Offer (including the Financing Condition), extend or terminate the Offer, increase, decrease or eliminate the Tender Cap or otherwise amend the Offer in any respect.
Substantially concurrently with the commencement of the Offer, the Company launched an offering of new senior secured notes due 2034 (the “New Notes”) in an aggregate principal amount of $2,000,000,000 (the “New Notes Offering”). The Company intends to use the net proceeds from the New Notes Offering, together with cash on hand, to fund the Offer and pay the Accrued Interest, as well as related premiums, fees and expenses. The Offer is conditioned upon the completion of the New Notes Offering on terms satisfactory to the Company, in its sole discretion, on or prior to the Settlement Date (the “Financing Condition”). The Company will not be required to accept for purchase any tendered Notes, or pay the Consideration, if the Financing Condition has not been satisfied or waived on or prior to the Settlement Date. The Company cannot assure you that the New Notes Offering will be successful. The New Notes Offering is being made pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, and is being made to eligible investors pursuant to Rule 144A and Regulation S thereunder. This press release and the Offer is not an offer to sell, or a solicitation of an offer to buy, the New Notes, and the New Notes Offering is not an offer to buy, or a solicitation of an offer to sell, the Notes.
The Company has retained Citigroup Global Markets Inc. to act as dealer manager (the “Dealer Manager”) for the Offer. Global Bondholder Services Corporation will act as the tender and information agent (the “Tender and Information Agent”) for the Offer. For additional information, please contact: Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll-free) or +1 (212) 723-6106 (collect) and ask for Steve Cheeseman, Kevin Mills, or Joyce Lam. Requests for documents and questions regarding the tendering of Notes may be directed to Global Bondholder Services Corporation by telephone at (212) 430-3774 (for banks and brokers only) and (855) 654-2015 (for all others toll-free) or to the Dealer Manager at its telephone number. Copies of the Offer to Purchase are available at: https://www.gbsc-usa.com/cloud. You may also contact your custodian bank, broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.
Holders of Notes are advised to check with each bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that Holder to be able to participate in, or withdraw their instruction to participate in the Offer before the deadlines specified herein and in the Offer to Purchase. The deadlines set by any such intermediary and DTC for the submission and withdrawal of tender instructions may be earlier than the relevant deadlines specified herein and in the Offer to Purchase.
This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities. The Offer is made only by and pursuant to the terms of the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law. The information in this press release is qualified by reference to the Offer to Purchase. None of the Company, the Dealer Manager or the Tender and Information Agent makes any recommendation as to whether Holders should tender their Notes pursuant to the Offer. Holders must make their own decisions as to whether to tender Notes, and, if so, the principal amount of Notes to tender.
Forward-Looking Statements
This press release includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions, or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements” within the meaning of the “safe harbor provisions” of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include all matters that are not historical facts, including statements relating to our intentions, beliefs, or current expectations concerning, among other things, the completion of the Offer and the New Notes Offering. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will,” or “should” or, in each case, their negative or other variations or comparable terminology. Such forward-looking statements are based on available current market material and management’s expectations, beliefs, and forecasts concerning future events impacting us. These forward-looking statements involve a number of risks and uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by the forward-looking statements contained in this release because of a variety of factors, including, but not limited to, general market conditions that might affect the Offer and the New Notes Offering and the other factors described in the Offer to Purchase. There can be no assurance that future developments affecting us will be those that we have anticipated. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
About Cloud Software Group
Cloud Software Group delivers trusted, mission-critical software, helping its customers evolve, compete, and succeed across cloud, multi-cloud, hybrid, on-premises, and edge deployments. Its portfolio includes Citrix, TIBCO, Spotfire, ibi, DataSynapse, ON EBX, Arctera, Enterprise Vault, and InfoScale, offering solutions that include secure application delivery, automation, collaboration, data management, and advanced analytics.
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SOURCE Cloud Software Group Holdings, Inc.
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