Azurite Intermediate Holdings, Inc. Announces Extension of Tender Offer

SANTA MONICA, Calif., March 14, 2024 /PRNewswire/ — Azurite Intermediate Holdings, Inc. (the “Offeror”) announced today that it has amended the terms of the previously announced cash tender offer (the “Tender Offer”) and consent solicitation (together with the Tender Offer, the “Tender Offer and Consent Solicitation”), to purchase for cash any and all of the outstanding 8.750% Senior Notes due 2028 (the “Notes”) of Alteryx, Inc., a Delaware corporation (“Alteryx” or the “Issuer”), from the holders thereof (the “Holders”), to extend the expiration date from 5:00 p.m., New York City time, on March 14, 2024 to 5:00 p.m., New York City time, on March 28, 2024 (as so extended, and as may be further extended, the “Expiration Date”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Offeror’s Offer to Purchase and Consent Solicitation Statement, dated February 14, 2024 (the “Statement”).

Holders have until the Expiration Date, unless further extended or earlier terminated, to tender their Notes with Consents pursuant to the Tender Offer. Holders who validly tender Notes with Consents at or before the Expiration Date will receive the Total Consideration listed below, which includes the Early Participation Premium.  Holders are not entitled to withdraw previously tendered Notes or revoke consents delivered pursuant to the Consent Solicitation, unless otherwise required by law.  Subject to the satisfaction or waiver of the conditions of the Tender Offer, the Settlement Date is expected to be on a date promptly following the Expiration Date, which may no longer coincide with and may be after the closing date of the Merger.

The table below sets forth the consideration payable in connection with the Tender Offer:

According to information provided by D.F. King & Co., Inc. (“D.F. King”), the Information, Tender and Tabulation Agent for the Tender Offer and Consent Solicitation, as of 5:00 p.m., New York City time, on March 14, 2024, the Offeror had received tenders and consents from Holders of $24,841,000 in aggregate principal amount of the Notes, representing approximately 5.52% of the total outstanding principal amount of the Notes.

Consummation of the Tender Offer and payment for the Notes validly tendered pursuant to the Tender Offer are subject to the satisfaction of certain conditions, including, but not limited to, the consummation of the Merger. The Offeror reserves the right, at its sole discretion, to waive any and all conditions to the Tender Offer. The Offeror may further extend the Expiration Date, without extending the February 28, 2024 Withdrawal Deadline (unless required by law).

Except as set forth herein, all other terms, provisions and conditions of the Tender Offer and Consent Solicitation will remain in full force and effect as set forth in the Statement. The complete terms and conditions of the Tender Offer and Consent Solicitation are described in the Statement, copies of which may be obtained at no charge from D.F. King. The Offeror reserves the right to further amend the terms of the Tender Offer and Consent Solicitation, to further extend the Expiration Date for the Tender Offer and Consent Solicitation or to waive any and all conditions to the Tender Offer and Consent Solicitation, in its sole discretion, at any time.

Requests for documents relating to the Tender Offer and Consent Solicitation may be directed to D.F. King & Co, Inc., the Information, Tender and Tabulation Agent, toll free at (866) 342-4884, toll at (212) 269-5550 (Banks and Brokers) or via email at [email protected]. J.P. Morgan Securities LLC (“J.P. Morgan”) is acting as Dealer Manager for the Tender Offer and Consent Solicitation. Questions regarding the Tender Offer and Consent Solicitation may be directed to J.P. Morgan at (212) 834- 3424 (collect) or (866) 834-4666 (toll free).

This press release is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell, or a solicitation of consents with respect to, any security. No offer, solicitation or purchase will be made in any jurisdiction in which such an offer, solicitation or purchase would be unlawful. The Tender Offer and Consent Solicitation is being made solely by the Statement. The full details of the Tender Offer and Consent Solicitation, including complete instructions on how to tender the Notes, are included in the Statement. Holders of the Notes are strongly encouraged to carefully read the Statement because it contains important information.

Cautionary Statement Regarding Forward-Looking Statements

Statements made in this press release that are not historical facts constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the rules, regulations and releases of the Securities and Exchange Commission (the “SEC”). These forward-looking statements are subject to risks and uncertainties, and actual results might differ materially from those discussed in, or implied by, the forward-looking statements. Such forward- looking statements include statements regarding future results of operations and financial position, business strategy and plans, objectives for future operations, the expected timing of the closing of the Merger, expectations for Alteryx following the closing of the Merger, future opportunities for Alteryx, any other statements regarding anticipated economic activity, business levels, credit ratings, future earnings, planned activities, anticipated growth, market opportunities, strategies and plans, competition and other expectations and estimates for future periods, and other statements that are not historical facts. Forward-looking statements made in this press release are based on the current beliefs and expectations of the management of the Offeror with respect to Alteryx and the proposed Merger and are subject to significant risks and uncertainties outside of their control. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on future circumstances that may or may not occur. Actual results may differ materially from the current beliefs and expectations of the managements of the Offeror with respect to Alteryx and the proposed Merger depending on a number of factors affecting their businesses and risks associated with the successful execution of the Merger and the integration and performance of the combined company following the Merger. In evaluating these forward-looking statements, you should carefully consider, among other things, the risks described in reports that Alteryx files with the SEC. New factors could emerge from time to time and it is not possible for the Offeror to predict all such factors. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as guarantees of future events. These forward-looking statements speak only as of the date made and are not guarantees of future performance of results. The Offeror and its affiliates expressly disclaim any obligation or undertaking to release any updates or revisions to any forward-looking statement to reflect any change in expectations with regard thereto or any change of events, conditions or circumstances on which any such statement was based, except as required by law.

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SOURCE Azurite Intermediate Holdings, Inc.