Q2 Holdings Inc. and a selling stockholder are offering an aggregate of 2,150,000 common shares.
The shares consist of 2,030,000 shares to be offered by the company and 120,000 shares to be offered by the selling stockholder.
The underwriters will be granted a 30-day option to buy up to 322,500 additional shares from Q2 Holdings.
J.P. Morgan, Morgan Stanley and Stifel are serving as the offering's joint book-running managers.
Concurrently with the proposed public offering of common stock, Q2 Holdings is offering $200 million of convertible senior notes due 2026, or a total of $230 million of notes if the initial purchasers in the concurrent notes offering fully exercise their 13-day option to purchase additional notes.
The notes, which are expected to pay interest semiannually, will mature June 1, 2026, unless repurchased or converted earlier. Before March 1, 2026, the notes will be convertible only upon the satisfaction of certain conditions and during certain periods, and thereafter at any time before the close of business on the second scheduled trading day immediately preceding the maturity date regardless of these conditions.
The notes will be convertible into cash, Q2 Holdings common shares or a combination of cash and shares, at the company's election.
The net proceeds from the equity and note offerings will be used for general corporate purposes, including working capital, capital expenditures, potential acquisitions and strategic transactions.