Press Release September 23, 2020

Capital Markets Team Represents Initial Purchasers and Dealers on Cardlytics, Inc.’s $230 Million Convertible Senior Notes and Capped Call

The Capital Markets team advised the initial purchasers on Cardlytics, Inc.’s (NASDAQ: CDLX) Rule 144A $230 million offering of 1.00% Convertible Senior Notes due 2025. The initial conversion price of the notes featured a premium of 32.5% up from the reference price of approximately $85.14 per share. In connection with the offering, Cardlytics and certain investment bank dealers entered into capped call transactions, which mitigates equity dilution and/or offsets payments due upon conversion of the notes and effectively raises the conversion price of the notes to approximately $128.51 per share, a 100% premium over the reference price.  

Cardlytics is an advertising platform in banks’ digital channels. Cardlytics partners with financial institutions to run their banking rewards programs that promote customer loyalty and deepen banking relationships.

Goodwin’s product team for the transaction consisted of Jim Barri, John Servidio, Kim de Glossop, and Benjamin Drai; Goodwin’s corporate team consisted of Heidi Mayon, Kyrsten Keith, and Natalie Minois; and Daniel Karelitz and Alexander Plaum provided tax advice.

For more information, please see Cardlytics’s closing press release for the offering.