Cloud Software Group Announces Amendment of Offer to Purchase for Cash up to $2.0 Billion Aggregate Principal Amount of its 9.00% Senior Secured Second Lien Notes due 2029
PR Newswire
FORT LAUDERDALE, Fla., Nov. 3, 2026
FORT LAUDERDALE, Fla., Nov. 3, 2026 /PRNewswire/ — Cloud Software Group Holdings, Inc. (“Cloud Software Group” or the “Company”) today announced that it is amending its previously announced cash tender offer (the “Offer”) to purchase its 9.00% Senior Secured Second Lien Notes due 2029 (the “Notes”) to increase the consideration for each $1,000 principal amount of Notes validly tendered and accepted for purchase by the Company (the “Consideration”) from $1,017.50 to $1,022.50. In addition to the Consideration, holders of Notes 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 (as defined in the Offer to Purchase (as defined below)). The Offer is subject to a $2,000,000,000 cap on the aggregate principal amount of Notes purchased in the Offer, subject to proration and the terms and conditions set forth in the Offer to Purchase. The Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 2, 2026 (as it may be amended or supplemented from time to time, the “Offer to Purchase”).
The Expiration Date (as defined in the Offer to Purchase) is unchanged and remains 5:00 p.m., New York City time, on November 9, 2026.
Except for the change described above, all of the terms and conditions set forth in the original Offer to Purchase remain unchanged.
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 (as defined in the Offer to Purchase) 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.
Media Contact:
Haley Salas
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
media@cloud.com
View original content:SOURCE Cloud Software Group Holdings, Inc.
