SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2020
Commission File Number 000-20181
SAPIENS INTERNATIONAL CORPORATION N.V.
(Translation of Registrant’s name into English)
26 Harokmim St.
Holon, 5885800 Israel
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Consummation of Offering of Additional Sapiens Series B Debentures in Israel
On June 8, 2020, Sapiens International Corporation N.V. (“Sapiens” or the “Company”) announced that it has consummated its previously-announced offering, in Israel, of an additional approximately US $60 million of its non-convertible Series B Debentures. These additional debentures are part of the same series as, and will have terms that mimic the terms of, Sapiens’ already outstanding Series B Debentures, and will trade on the Tel Aviv Stock Exchange (the “TASE”).
For further details concerning the offering, please see Sapiens’ Report of Foreign Private Issuer on Form 6-K (a “Form 6-K”) furnished to the Securities and Exchange Commission (the “SEC”) on June 1, 2020, the contents of which are incorporated by reference herein.
On June 8, 2020, the Company issued a press release to announce the consummation of the offering, a copy of which is appended to this Form 6-K as Exhibit 99.1.
Important Note re: Debenture Offering and Related Disclosures
The Offering of the Series B Debentures was made only in Israel and not to U.S. persons (as defined in Rule 902(k) under the Securities Act of 1933, as amended (the “Securities Act”)), in an overseas directed offering (as defined in Rule 903(b)(i)(ii) under the Securities Act), and was exempt from registration under the Securities Act pursuant to the exemption provided by Regulation S thereunder. The sale of the Series B Debentures was not registered under the Securities Act, and the Series B Debentures may not be offered or sold in the United States and/or to U.S. persons without registration under the Securities Act or an applicable exemption from the registration requirements of the Securities Act.
This Form 6-K shall not be deemed to be an offer to sell or a solicitation of an offer to buy any of the Series B Debentures.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Sapiens International Corporation N.V.
|Date: June 8, 2020||By:||/s/ Roni Giladi|
|Chief Financial Officer|
The following exhibit is furnished as part of this Form 6-K:
|99.1||Press release issued by Sapiens on June 8, 2020 announcing Sapiens’ consummation of an offering of an approximately US $60 million principal amount of Sapiens’ non-convertible Series B Debentures|
Sapiens Completes Raising of $60m in Non-Convertible Debenture
June 8, 2020 – Sapiens International Corporation, (NASDAQ and TASE: SPNS), a leading global provider of software solutions for the insurance industry, today announced that it has completed the public offering of non-convertible series B debenture and the listing thereof on the Tel-Aviv Stock Exchange, for a sum of approximately $60M bearing an annual interest rate of 3.37%. Both institutional and private investors participated in the offering.
“We are very pleased to have completed the sale of the Series B debentures in Israel,” said Roni Al-Dor, President and CEO of Sapiens. “The issuance of such debentures reinforces the market’s confidence in our ability to utilize the proceeds from this offering properly and to repay this long-term debt in a timely manner.”
Al-Dor added: “The proceeds from these debentures will allow us to repay our existing short-term bank loan of $20M, strengthen our balance sheet and liquidity, provide us with additional working capital to support our development needs, and enable us to pursue additional M&A opportunities.”
Following completion of the transaction, Sapiens will have $120M of available cash on its balance sheet and $120M of non-convertible debenture spread over the next 5.5 years, with the payments scheduled for January 1st , 2021 through January 1st , 2026. Following the transaction, Sapiens has a total net debt of 0 and is profitable and generating positive free cash flow quarter-over-quarter.
Sapiens International Corporation empowers insurers to succeed in an evolving industry. The company offers digital software platforms, solutions and services for the property & casualty, life, pension & annuity, reinsurance, financial & compliance, workers’ compensation and financial markets. With more than 35 years of experience delivering to over 500 organizations globally, Sapiens has a proven ability to satisfy customers’ core, data and digital requirements. For more information: www.sapiens.com.
CMO and Chief of Strategy, Sapiens
+972 546 724 910