Cloud Software Group Raises Price in $2 Billion 2029 Note Tender

Cloud Software Group Holdings announced on November 3, 2026, that it had increased the cash consideration in its tender offer for 9.00% Senior Secured Second Lien Notes due 2029 to $1,022.50 for each $1,000 principal amount, from $1,017.50. The offer remains capped at $2.0 billion of aggregate principal, so the amendment raises the price for accepted notes without enlarging the maximum repurchase.

Holders whose notes are validly tendered and accepted will also receive accrued and unpaid interest from the immediately preceding interest payment date up to, but excluding, the settlement date. The expiration remains 5:00 p.m. New York City time on November 9, 2026, and all other original terms remain unchanged. The higher price therefore does not give holders additional time or increase the principal amount Cloud Software Group can retire through the offer.

New 2034 Notes Would Fund the Partial Repurchase

The company commenced the offer on November 2, 2026, covering a series with approximately $3.733 billion in principal outstanding. Because the tender cap is below that amount, the transaction cannot retire the entire series. Notes accepted for purchase will be retired and canceled, while notes not tendered or not purchased will remain outstanding.

Substantially concurrently with the tender’s launch, Cloud Software Group launched an offering of new senior secured notes due 2034 sized at the same $2.0 billion aggregate principal amount. It intends to use the net proceeds, together with cash on hand, to fund the tender and pay accrued interest as well as related premiums, fees and expenses. The financing plan connects the retirement of part of the existing second-lien series to new secured debt with a later maturity.

Completion of the new-notes offering on terms satisfactory to Cloud Software Group by settlement is a financing condition. If that condition has not been satisfied or waived, the company is not required to accept tendered notes or pay the consideration. The offer has no minimum aggregate principal tender condition, subject to minimum denomination requirements. That makes the new financing central to completion without establishing a minimum participation threshold for holders.

Participation Will Determine the Debt Reduction

If proration is required, each valid tender will be multiplied by the proration rate and rounded down to the nearest $1,000 principal amount. Principal not accepted will be returned to holders. The company expects settlement on or about November 16, 2026, the fourth business day after expiration, provided the offer’s conditions are satisfied or waived.

After expiration, Cloud Software Group plans to announce the aggregate principal amount validly tendered and accepted and, if applicable, the proration factor. The amendment therefore establishes a higher price but not the eventual participation level or final amount of debt that will be retired.

Notes that are not purchased will keep their existing terms and maturity and continue accruing interest; no amendments to those governing terms are being sought. The Offer to Purchase warns that reducing the outstanding amount could produce a more limited trading market for the remaining notes, adversely affecting liquidity, market prices and price volatility. The ultimate consequence is consequently twofold: accepted notes would be canceled at the improved price, while the size and trading characteristics of the series left outstanding would depend on participation, proration and completion of the financing.